LanzaTech Global, Inc 10-Q for FY2025 Q1
LanzaTech Global, Inc. (LNZA)
10-Q
2025-05-19
For: 2025-03-31
View Original
Added on
April 10, 2026
About this 10-Q
LanzaTech Global, Inc filed this 10-Q on May 19, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9.48M
- down 7.4% from $10.24M a year earlier
- Net loss
- $19.23M
- compared with a net loss of $25.51M a year earlier
- Diluted EPS
- -$0.10
- compared with -$0.13 a year earlier
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 March 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number 001-40282
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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 | ||||||||||||
The | ||||||||||||||
stock | The | |||||||||||||
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 | ☐ | ||||||||
| ☒ | 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 231,964,989 shares of common stock as of May 15, 2025.
LANZATECH GLOBAL, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 | ||||||||
Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024 | ||||||||
Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2025 and 2024 | ||||||||
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
1
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 obtain the stockholder approvals necessary to consummate the transactions contemplated by the Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025 (the “PIPE Purchase Agreement”);
•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 regain compliance with the listing rules of the Nasdaq Stock Market LLC (“Nasdaq”) and maintain the listing of our securities on 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.
2
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”), in addition to those discussed elsewhere 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.
3
LANZATECH GLOBAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share data)
Item 1. Financial Statements
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Held-to-maturity investment securities | |||||||||||
| Trade and other receivables, net of allowance | |||||||||||
| Contract assets | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Right-of-use assets | |||||||||||
| Equity method investment | |||||||||||
| Equity security investment | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Other accrued liabilities | |||||||||||
| Warrants | |||||||||||
| Fixed Maturity Consideration and current FPA Put Option liability | |||||||||||
| Contract liabilities | |||||||||||
| Accrued salaries and wages | |||||||||||
| Current lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current lease liabilities | |||||||||||
| Non-current contract liabilities | |||||||||||
| FPA Put Option liability | |||||||||||
| Brookfield SAFE liability | |||||||||||
| Brookfield Loan liability | |||||||||||
| Convertible Note | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Shareholders’ Equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total shareholders’ equity | ( | ||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Financial Statements
4
LANZATECH GLOBAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited, in thousands, except share and per share data)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Contracts with customers and grants | $ | $ | |||||||||||||||||||||
| CarbonSmart product sales | |||||||||||||||||||||||
| Collaborative arrangements | |||||||||||||||||||||||
| Related party transactions | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
Costs and operating expenses: | |||||||||||||||||||||||
Contracts with customers and grants(1) | |||||||||||||||||||||||
CarbonSmart product sales(1) | |||||||||||||||||||||||
Collaborative arrangements(1) | |||||||||||||||||||||||
Related party transactions(1) | |||||||||||||||||||||||
| Research and development expense | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||
| Total cost and operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | |||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Total other income, net | |||||||||||||||||||||||
| Loss before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Loss from equity method investees, net | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
Changes in credit risk of fair value instruments | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
| Net loss per common share - basic and diluted | $ | ( | $ | ( | |||||||||||||||||||
| Weighted-average number of common shares outstanding - basic and diluted | |||||||||||||||||||||||
(1)exclusive of depreciation
See the accompanying Notes to the Consolidated Financial Statements
5
LANZATECH GLOBAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited, in thousands, except share data)
| Common Stock Outstanding | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants and vesting of RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||
See the accompanying Notes to the Consolidated Financial Statements
6
LANZATECH GLOBAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited, in thousands, except share data)
| Common Stock Outstanding | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of options | — | — | — | |||||||||||||||||||||||||||||||||||
| Repurchase of equity instruments | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
See the accompanying Notes to the Consolidated Financial Statements
7
LANZATECH GLOBAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Share-based compensation expense | |||||||||||
| Gain on change in fair value of SAFE and warrant liabilities | ( | ( | |||||||||
Loss on Brookfield SAFE extinguishment | |||||||||||
| Loss on change in fair value of the Brookfield Loan | |||||||||||
| Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities | |||||||||||
Gain on change in fair value of Convertible Note | ( | ||||||||||
Provisions for losses on trade and other receivables, net of recoveries | |||||||||||
| Depreciation of property, plant and equipment | |||||||||||
| Amortization of discount on debt security investment | ( | ( | |||||||||
| Non-cash lease expense | |||||||||||
| Non-cash recognition of licensing revenue | ( | ( | |||||||||
| Loss from equity method investees, net | |||||||||||
| Unrealized (Gain)/Loss on net foreign exchange | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | ( | ||||||||||
| Accrued interest on debt investment | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable and accrued salaries and wages | ( | ||||||||||
| Contract liabilities | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other liabilities | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash Flows From Investing Activities: | |||||||||||
| Purchase of property, plant and equipment | ( | ( | |||||||||
| Proceeds from maturity of debt securities | |||||||||||
Net cash provided by investing activities | |||||||||||
| Cash Flows From Financing Activities: | |||||||||||
| Proceeds from issue of equity instruments of the Company | |||||||||||
| Repurchase of equity instruments of the Company | ( | ||||||||||
Partial settlement of the Brookfield Loan | ( | ||||||||||
Net cash (used in)/provided by financing activities | ( | ||||||||||
Effects of currency translation on cash, cash equivalents and restricted cash | ( | ||||||||||
Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
| Acquisition of property, plant and equipment under accounts payable | $ | $ | |||||||||
| Extinguishment of the Brookfield SAFE | |||||||||||
| Issuance of the Brookfield Loan | ( | ||||||||||
See the accompanying Notes to the Consolidated Financial Statements.
8
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 (the “Closing Date”) 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 March 31, 2025, the Company’s technology was operated by licensees at four commercial-scale ethanol plants in China, one plant in Belgium, one in the commissioning phase in India, with others currently in development in various countries.
Unless otherwise indicated, amounts in these 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 $13,778 , short-term held-to-maturity debt securities of $7,411 and accumulated deficit of $(988,832 ) as of March 31, 2025, along with cash outflows from operations of $(21,101 ) and net loss of $(19,229 ) for the three months ended March 31, 2025. The Company has historically funded its operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.
9
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 (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 outstanding Convertible Note due 2029 (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock, par value $0.0001 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 and sell to the PIPE Purchaser, no later than May 31, 2025, warrants (the “PIPE Warrants”) to purchase an aggregate of 780,000,000 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 to be no less than par value of the common stock) and the other terms to be set forth in a warrant agreement (the “PIPE Warrant Agreement”).
Subject only to obtaining requisite stockholder approvals, 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 $0.05 (subject to 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 10 business days following receipt of requisite stockholder approvals. If the requisite stockholder approvals are not received and there is not a sufficient number of shares of the Company’s common stock duly authorized for the exercise of the PIPE Warrants and the consummation of the Subsequent Financing, the Company will be required to offer to redeem all of the then-outstanding shares of Series A Preferred Stock at a price per share equal to 1.5 x its liquidation value. The Company can provide no assurance that it will have sufficient liquidity to make this payment if required to do so or that it will be able to secure such Subsequent Financing in a timely manner, on favorable terms or at all.
The Company is actively pursuing the above actions. However, because obtaining the requisite stockholder approvals and receipt of the Subsequent Financing described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.
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.
Significant Accounting Policies
Our significant accounting policies are included in Note 2 of the Notes to our Audited Consolidated Financial Statements included in LanzaTech’s Annual Report on Form 10-K for the year ended December 31, 2024.
10
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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.
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 March 31, 2025 and December 31, 2024, the Company had $13,778 and $43,499 of cash and cash equivalents, respectively.
Restricted Cash
| As of | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash (presented within Other current assets) | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | |||||||||
Forward Purchase Agreement
On February 3, 2023, the Company entered into a 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 (“Recycled Shares”) on the open market for approximately $10.16 per share (“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”).
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LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”), which under the FPA is payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over the 30 scheduled trading days ending on the FPA Maturity Date. In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5,079 (the “Share Consideration”), which under the FPA is payable in cash. If the Purchasers were to utilize their Optional Early Termination to terminate the FPA early in its entirety, neither the Maturity Consideration nor the Share Consideration would be due to the Purchasers.
The Purchasers’ Optional Early Termination economically results in the prepaid forward contract being akin to a written put option with the Purchasers’ right to sell all or a portion of the 5,916,514 common shares to the Company. The Company is entitled over the 36-month maturity period to either a return of the prepayment or the underlying shares, which the Purchasers will determine at their sole discretion.
The FPA consists of three freestanding financial instruments which are accounted for as follows:
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, net on the consolidated statements of operations and comprehensive loss.
In relation to the FPA, the Company’s volume-weighted average share price was below $3.00 per share for 50 trading days during the 60 -day consecutive trading period ended on July 1, 2024 (the “VWAP Trigger Event”). On July 22, 2024, Vellar notified the Company of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,999,000 shares) to July 22, 2024. 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 14 - 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 8 - 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
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LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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”).
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 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. See Note 15 – Subsequent Events.
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 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
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LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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
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LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 for the three months ended March 31, 2025 and 2024 was approximately 69 % and 56 %, respectively.
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 months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
Customer A | % | % | |||||||||||||||||||||
Customer B | % | % | |||||||||||||||||||||
Customer C | % | % | |||||||||||||||||||||
Customer D | % | % | |||||||||||||||||||||
Customer E | % | % | |||||||||||||||||||||
Customer F | % | % | |||||||||||||||||||||
Customer G | % | % | |||||||||||||||||||||
Recently Issued Accounting Pronouncements, Not Yet Adopted
ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”)
In November 2024 and January 2025, the Financial Accounting Standards Board (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
15
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Note 3 — Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common stock equivalents of the Company, including equity-classified share-based compensation, the Brookfield SAFE, and warrants, to the extent dilutive.
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net loss for basic and diluted earnings per common share | $ | ( | $ | ( | |||||||||||||||||||
| Weighted-average shares used in calculating net loss per share, basic and diluted | |||||||||||||||||||||||
Net loss per common share, basic and diluted(1) | $ | ( | $ | ( | |||||||||||||||||||
__________________
(1)In periods in which the Company reports a net loss, all common stock equivalents are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share.
As of March 31, 2025 and 2024, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive included the following:
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Options | |||||||||||
| RSUs | |||||||||||
| Convertible Note | |||||||||||
| Brookfield SAFE | |||||||||||
| Warrants | |||||||||||
| Total | |||||||||||
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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 March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Contract Types: | |||||||||||||||||||||||
| Licensing | $ | $ | |||||||||||||||||||||
| Engineering and other services | |||||||||||||||||||||||
| Biorefining revenue | $ | $ | |||||||||||||||||||||
| Joint development agreements | |||||||||||||||||||||||
| Contract research | |||||||||||||||||||||||
| Joint development and contract research revenue | $ | $ | |||||||||||||||||||||
| CarbonSmart product | |||||||||||||||||||||||
Total Revenue | $ | $ | |||||||||||||||||||||
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 March 31, | |||||||||||||||||||||||
2025 | 2024 | ||||||||||||||||||||||
Revenue from partners in collaborative agreements included in the Joint development agreements above | $ | $ | |||||||||||||||||||||
Revenue from grant contributions included in Engineering and other services above | |||||||||||||||||||||||
Revenue by Geographic Location
The following table presents disaggregation of the Company’s revenues by customer location for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
2025 | 2024 | ||||||||||||||||||||||
| North America | $ | $ | |||||||||||||||||||||
| Europe, Middle East, Africa (EMEA) | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
Total Revenue | $ | $ | |||||||||||||||||||||
17
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 | $ | $ | $ | ||||||||||||||
| Additions to unbilled accounts receivable | — | — | |||||||||||||||
| Increases due to consideration received | — | — | |||||||||||||||
| Unbilled accounts receivable recognized in trade receivables | ( | — | — | ||||||||||||||
| Increase on revaluation on currency | — | ||||||||||||||||
| Reclassification from long-term to short-term | — | ( | |||||||||||||||
| Reclassification to revenue as a result of performance obligations satisfied | — | ( | — | ||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ||||||||||||||
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 March 31, 2025 and December 31, 2024 the Company had $9,058 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 March 31, 2025, the Company had approximately $28,304 in contracted revenue remaining to be recognized, of which $18,972 is expected to be recognized in the next twelve months .
Note 5 — 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.
| March 31, 2025 | |||||||||||||||||||||||||||||
| (in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||||||||||
Short-term: | |||||||||||||||||||||||||||||
| Corporate debt securities | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
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LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2024 | |||||||||||||||||||||||||||||
| (in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||||||||||
Short-term: | |||||||||||||||||||||||||||||
| Corporate debt securities | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
The Company regularly reviews HTM securities for declines in fair values that are determined to be credit related. As of March 31, 2025 and December 31, 2024, the Company did not
Equity investments
As of March 31, 2025 and 2024, the Company’s equity investments consisted of the following (in thousands):
As of | ||||||||||||||
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Equity Method Investment in LanzaJet | $ | $ | ||||||||||||
| Equity Security Investment in SGLT | ||||||||||||||
| Total Investment | $ | $ | ||||||||||||
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 (“Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606. The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025.
Under the Investment Agreement, LanzaTech has a right to receive up to an aggregate of 45,000,000 additional LanzaJet shares for no additional consideration if (i) certain other LanzaJet shareholders make additional investments for the funding of the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet, or (ii) a non-LanzaJet shareholder sublicenses the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waive the requirement on a pro-rata basis.
On June 18, 2024, LanzaJet issued to LanzaTech 15,000,000 shares related to the sublicensing of the Company’s technology to a non-LanzaJet shareholder, as the first tranche of the additional consideration per the Investment Agreement. 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.
During the three months ended March 31, 2025 and 2024, the Company recognized revenue from this arrangement of $1,051 and $580 respectively, net of intra-entity profit elimination and has associated deferred revenue of $4,032 and $5,375 as of March 31, 2025 and December 31, 2024, respectively. Net intra-entity profits related to this arrangement were $292 and $92 for the three months ended March 31, 2025 and 2024, respectively. Intra-entity profits are amortized over a 15-year period through 2034.
In connection with the LanzaJet Note Purchase Agreement as described in Note 12 - Related Party Transactions, LanzaJet issued warrants that are exercisable for $0.01 by the holder when the related funds are drawn by LanzaJet. The warrants held by LanzaTech and other lenders meet the accounting criteria for in-substance common stock at the time the related note commitment is drawn by LanzaJet and the warrants become exercisable. LanzaTech committed proportionally fewer funds, and therefore received proportionally fewer warrants than the other investors. Accordingly, when warrants
19
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
held by other investors become exercisable (and meet the criteria for in-substance common stock), LanzaTech’s ownership is diluted. All warrants became exercisable during the year ended December 31, 2024, and for three months ended March 31, 2024 the Company recorded a gain on dilution of $77 . No gain on dilution was recognized for the three months ended March 31, 2025. The Company’s ownership in LanzaJet as of March 31, 2025 was 36.33 %.
The carrying value of the Company’s equity method investment in LanzaJet as of March 31, 2025 was zero compared to approximately $3,400 as of March 31, 2024. The zero basis was as a result of recording the Company’s portion of loss from equity method investee’s operations for the quarter.
In connection with a sublicense agreement to LanzaJet under the Company’s license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of March 31, 2025 and 2024.
The following table presents summarized aggregated financial information of our equity method investment (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Selected Statement of Operations Information: | |||||||||||
| Revenues | $ | $ | |||||||||
| Gross profit | |||||||||||
| Net loss | ( | ( | |||||||||
| Net loss attributable to the Company | $ | ( | $ | ( | |||||||
| As of | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Selected Balance Sheet Information: | |||||||||||
| Current assets | $ | $ | |||||||||
| Non-current assets | |||||||||||
| Current liabilities | ( | ( | |||||||||
| Non-current liabilities | $ | ( | $ | ( | |||||||
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 months ended March 31, 2025 and 2024, there was no change in the recorded amount of the investment in SGLT.
Note 6 — Brookfield Instruments
20
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On October 2, 2022, the Company entered into the Brookfield SAFE under which the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $50,000 (the “Initial Purchase Amount”). The Brookfield SAFE was legal form debt however it could be converted into a maximum number of shares of 5,000,000 . Management elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments. As the Brookfield SAFE was accounted for under the FVO, the Brookfield SAFE was classified as a mark-to-market liability.
On the fifth anniversary of the Brookfield SAFE, LanzaTech was required to repay in cash the Initial Purchase Amount less any Non-Repayable Amount (the “Remaining Amount”), as well as interest on such Remaining Amount of 8.0 %, compounded annually.
For each $50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount would be reduced by $5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into LanzaTech Shares at $10.00 per share. Interest on the corresponding amount would be forgiven. Each project presented must have met certain criteria in order to be considered a qualifying project.
On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into the Brookfield Loan (as defined below). As of that date, the Brookfield SAFE had not converted as a qualifying financing had not occurred and no qualified project investments had been presented to Brookfield. The Framework Agreement, as described below, remains in full effect. Management considered the terms of the Brookfield SAFE and the Brookfield Loan to be substantially different per ASC 470-50 – Debt: Modifications and Extinguishments. As such, the exchange of instruments was accounted for as the extinguishment of the Brookfield SAFE and the recognition of a new debt instrument, “Brookfield Loan”. As of February 14, 2025, we recognized a loss of $6,216 on extinguishment of Brookfield SAFE in Other Expenses/Income on the consolidated statements of operations and comprehensive loss.
Brookfield Framework Agreement
On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). 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 March 31, 2025 or 2024.
Brookfield Loan
On February 14, 2025, LanzaTech and Brookfield entered into a Loan Agreement (the “Brookfield Loan”), and concurrently terminated the Brookfield SAFE.
Under the Brookfield Loan and effective as of the termination of the Brookfield SAFE, Brookfield was deemed to have loaned to LanzaTech, and LanzaTech was deemed to have borrowed from Brookfield $60,031 , representing the $50,000 initial amount under the Brookfield SAFE plus accrued interest at a rate of 8.00 % per annum, compounded annually from October 2, 2022 to and including February 14, 2025. The Brookfield Loan accrues interest at a rate of 8.00 % per annum, compounded annually, from February 14, 2025. The initial principal payment of $12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid. Any remaining outstanding principal amount of the Brookfield Loan (the “Remaining Amount”), plus accrued interest will be repayable in cash upon the earlier of (i) October 3, 2027, (ii) the occurrence of certain change of control events or (iii) a breach of the Loan Agreement. In addition, for each $50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $5,000 of the Remaining Amount will be deemed to be repaid.
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 March 31, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid. As of March 31, 2025, the fair value of the Brookfield Loan was $18,416 and was recorded within the Brookfield Loan liability on the consolidated balance sheets.
21
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Refer to Note 9 - Fair Value Measurement for further details on the Brookfield SAFE and the Brookfield Loan’s fair value measurement and liabilities recorded as of March 31, 2025 and associated changes to their respective fair value for the three months ended March 31, 2025.
Note 7 — 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.
The Convertible Note bears interest at a fixed rate of 8.00 % per annum, for which interest will be added to the outstanding principal amount of the Convertible Note on the last day of the applicable interest period (beginning on the date of issuance and ending on and including the earlier of (x) the anniversary date of such issuance and (y) the maturity date, the “Interest Period”); provided, however, that the Company is permitted to pay all interest payable during an Interest Period in cash pursuant to prior written notice to the Convertible Note holder.
The Convertible Note will mature on August 6, 2029 (the “Convertible Note Maturity Date”), unless earlier redeemed or converted in accordance with its terms. The Convertible Note is subject to mandatory conversion for shares of the Company’s common stock, par value $0.0001 per share, upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that results in the Company receiving minimum gross proceeds in an amount that is equal to the greater of (i) $40,000 and (ii) 50 % of the total principal amount under the outstanding convertible notes immediately following the final closing under the Convertible Note Purchase Agreement (a “Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price per share in the Qualified Equity Financing, less a 10 % discount and (ii) the Valuation Cap (as defined below). The Convertible Note is convertible at the option of the holder upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that does not meet the definition of a Qualified Equity Financing (a “Non-Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price in the Non-Qualified Equity Financing and (ii) the Valuation Cap. The Convertible Note is also convertible at the option of the holder any time prior to the Convertible Note Maturity Date at a conversion price equal to the Valuation Cap of $1.25 per share. The Valuation Cap is subject to adjustment based on the Company’s holdings in LanzaJet, and the conversion price in all cases is subject to adjustment for stock splits, reclassifications, redesignations, subdivisions, recapitalizations, and dividends. As of March 31, 2025, no Qualified Equity Financing nor Non-Qualifying Financing events had occurred.
The Company elected the fair value option to account for the Convertible Note. See Note 9 - Fair Value Measurement for further details on the liability recorded as of March 31, 2025 and associated losses in the change of its fair value for the three months ended March 31, 2025. Transaction costs associated with the Convertible Note were $3,169 and were recorded in selling, general and administrative expense of the consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.
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 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. See Note 15 - Subsequent Events.
22
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 — Forward Purchase Agreement
The FPA consists of the Prepayment Amount, the FPA Put Option and the Fixed Maturity Consideration. The Prepayment Amount of $60,547 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) 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 14 - 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 March 31, 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
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.
23
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — Fair Value Measurement
The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Convertible Note | $ | $ | $ | $ | |||||||||||||||||||
| FPA Put Option liability | |||||||||||||||||||||||
| Fixed Maturity Consideration and current portion of the FPA Put Option | |||||||||||||||||||||||
| Brookfield Loan liability | |||||||||||||||||||||||
| Private Placement Warrants | |||||||||||||||||||||||
| Public Warrants | |||||||||||||||||||||||
Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Convertible Note | $ | $ | $ | $ | |||||||||||||||||||
| FPA Put Option liability | |||||||||||||||||||||||
| Fixed Maturity Consideration | |||||||||||||||||||||||
| Brookfield SAFE liability | |||||||||||||||||||||||
| Private Placement Warrants | |||||||||||||||||||||||
| Public Warrants | |||||||||||||||||||||||
Total Liabilities | $ | $ | $ | $ | |||||||||||||||||||
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
24
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 March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Stock price | $ | $ | |||||||||
| Term (in years) | |||||||||||
| Expected volatility | N/A | N/A | |||||||||
| Risk-free interest rate | N/A | 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 8 - Forward Purchase Agreement and Note 14 - Commitments and Contingencies).
Convertible Note
The Company has elected to measure the Convertible Note using the fair value option under ASC 825. As of March 31, 2025, no part of the Convertible Note had converted into the Company’s common stock as no Qualified Equity Financing nor Non-Qualifying Financing events had occurred and the holder had not exercised its right to convert. The fair value of the Convertible Note was estimated using a binomial lattice model. At issuance, the Company recognized the Convertible Note liability at a fair value of $40,150 . Subsequently, the Company remeasured the liability and recognized a gain of $34,325 on the consolidated statements of operations and comprehensive loss within other income, net representing the change in fair value during the three months ended March 31, 2025, and $819 attributable to the change in the instrument-specific credit risk in other comprehensive income.
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 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. See Note 15 - Subsequent Events.
The following table represents the inputs used in calculating the fair value of the Convertible Note as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Stock price | $ | $ | |||||||||
| Term (in years) | |||||||||||
| Expected volatility | % | % | |||||||||
| Risk-free interest rate | % | % | |||||||||
| 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
25
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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 | $ | $ | |||||||||
| Liquidity price | $ | $ | |||||||||
| Stock price | $ | $ | |||||||||
Term (in years) | |||||||||||
Expected volatility | % | % | |||||||||
Risk-free interest rate | % | % | |||||||||
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 8.00 % per annum, compounded annually.
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 March 31, 2025. The remaining portion outstanding is adjusted for two scenarios: in the first scenario, the remaining amount is repaid at maturity and in the second, the remaining amount is assumed to be repaid at the end of the third quarter of 2025.
Significant inputs for Level 3 Brookfield Loan measurement at March 31, 2025 and February 14, 2025 are as follows:
| March 31, 2025 | February 14, 2025 | ||||||||||
| Adjusted remaining amount | $ | $ | |||||||||
Term (in years) | |||||||||||
| Discount rate | % | % | |||||||||
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.
26
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan. The working capital warrants have the same terms as the private sale of warrants issued at the IPO. Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”. On the Closing Date and as of March 31, 2025, 7,808,119 Public Warrants and 4,466,081 Private Placement Warrants remained outstanding.
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, net within the consolidated statements of operations and comprehensive loss. The Company recognized decreases in the fair value of the liability of $1,639 during the three months ended March 31, 2025 compared to an increase of $1,835 in the prior year period.
The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the three months ended March 31, 2025, the Company recognized a decrease in the fair value of $1,343 compared to a decrease of $1,766 for the prior year period. Changes in fair value are recorded on the consolidated statements of operations and comprehensive loss within other income, net.
The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Stock price | $ | $ | |||||||||
| Exercise price | $ | $ | |||||||||
| Term (in years) | |||||||||||
| Expected volatility | % | % | |||||||||
| Risk-free interest rate | % | % | |||||||||
| 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 | FPA Put Option | Fixed Maturity Consideration | Brookfield SAFE | Brookfield Loan | Private Placement Warrants | ||||||||||||||||||||||||||||||
Balance as of January 1, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Extinguishment of the Brookfield SAFE | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Issuance of the Brookfield Loan | — | — | — | — | ( | — | |||||||||||||||||||||||||||||
| Partial settlement of Brookfield Loan | — | — | — | — | — | ||||||||||||||||||||||||||||||
(Loss) gain recognized in the consolidated statement of operations and comprehensive loss | — | — | ( | ( | |||||||||||||||||||||||||||||||
Balance as of March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||
| FPA Put Option | Fixed Maturity Consideration | Brookfield SAFE | Private Placement Warrants | ||||||||||||||||||||
| Balance as of January 1, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss | ( | ( | |||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
27
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — 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 no
The Company recorded no 0 21
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.
Note 11 — Share-Based Compensation
In 2023, the Company adopted the LanzaTech Long-Term Incentive Plan (the “LTIP”) in conjunction with the closing of the Business Combination. The LTIP provides for grants of a variety of awards to employees, directors, and other service providers to the Company, including, but not limited to stock options, stock appreciation rights, restricted stock units, 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:
RSUs
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 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.
28
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the unvested time-based and market-based equity-classified RSUs are presented in the following table:
| 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 31, 2025 | $ | $ | |||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Cancelled/forfeited | ( | ( | |||||||||||||||||||||
| Non-vested Outstanding at March 31, 2025 | $ | $ | |||||||||||||||||||||
The Company recorded compensation expense related to the time-based RSUs of $1,072 for the three months ended March 31, 2025. Unrecognized compensation cost as of March 31, 2025 was $6,465 and will be recognized over a weighted average of 1.55 years.
The Company recorded compensation expense related to the market-based RSUs of $270 for the three months ended March 31, 2025. Unrecognized compensation costs as of March 31, 2025 was $576 and will be recognized over a weighted average of 0.91 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 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.
Stock option awards outstanding as of March 31, 2025 and changes during the three months ended March 31, 2025 were as follows:
| Shares subject to option (thousands) | Weighted average exercise price | Weighted average remaining contractual term (years) | Aggregate intrinsic value (thousands) | ||||||||||||||||||||
| Outstanding at January 1, 2025 | $ | ||||||||||||||||||||||
| Vested and expecting to vest at January 1, 2025 | |||||||||||||||||||||||
| Exercisable at January 1, 2025 | |||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Cancelled/forfeited | ( | ||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||
| Outstanding at March 31, 2025 | $ | $ | |||||||||||||||||||||
| Vested and expecting to vest at March 31, 2025 | |||||||||||||||||||||||
| Exercisable at March 31, 2025 | $ | $ | |||||||||||||||||||||
The Company recorded compensation expenses related to the options of $969 and $1,107 for the three months ended March 31, 2025 and 2024, respectively. Unrecognized compensation costs as of March 31, 2025 were $6,397 and will be recognized over a weighted average of 1.57 years.
Liability-Classified Awards
29
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 12 — Related Party Transactions
As of March 31, 2025 and 2024, the Company had equity ownership in LanzaJet and SGLT (see Note 5 - Investments for further details). The table below summarizes amounts related to transactions with these related parties (in thousands):
| As of | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Accounts receivable | $ | $ | |||||||||
Contract assets | |||||||||||
| Notes receivable | |||||||||||
| Accounts payable | |||||||||||
The following table presents revenue from related parties per disaggregated revenue categories:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue from related parties, included within Licensing | $ | $ | |||||||||||||||||||||
| Revenue from related parties, included within Engineering and other services | |||||||||||||||||||||||
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 months ended March 31, 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 Investment Agreement as described in Note 5 - Investments, the Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet and other projects whereby LanzaJet is the customer. As the project has reached completion, the Company recognized immaterial amounts of revenue for ad-hoc services during the three months ended March 31, 2025 and 2024.
30
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 in deferred profit for the three months ended March 31, 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.
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, LanzaTech 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 March 31, 2025, the carrying amount of the Note receivable from LanzaJet was reduced by $2,404 representing the amount of LanzaJet’s loss attributable to LanzaTech in excess to LanzaTech’s equity method investment carrying amount. See Note 5 - 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 each of the three months ended March 31, 2025 and 2024, the Company recognized an immaterial amount of revenue. The Company also provided engineering services and incurred costs of $155 and $185 for the three months ended March 31, 2025 and 2024, respectively.
Note 13 — 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
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LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Consolidated Revenues | $ | $ | ||||||||||||
Less | ||||||||||||||
Consolidated Cost of Sales | ||||||||||||||
Salaries and benefits expenses1 | ||||||||||||||
External service providers1 | ||||||||||||||
Other Operating expenses (net of recharges) | ||||||||||||||
Net loss from operations | $ | ( | $ | ( | ||||||||||
Other expenses, net | ||||||||||||||
Loss from equity method investees, net | ( | ( | ||||||||||||
Net Loss | $ | ( | $ | ( | ||||||||||
(1) Includes those salaries and benefits and external service providers expenses recharged into cost of sales.
Note 14 — Commitments and Contingencies
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 March 31, 2025 and December 31, 2024, the Company did not have any reasonably possible or probable losses from such claims. The Company has filed suit against Vellar under the FPA, and Vellar has filed suit against the Company, as discussed below.
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
32
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In relation to the FPA, the Company’s volume-weighted average share price was below $3.00 per share for 50 trading days during the 60 day consecutive trading period ended on July 1, 2024 (the “VWAP Trigger Event”). On July 22, 2024, Vellar (one of the Purchasers) notified the Company of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,990,000 shares) to July 22, 2024. Vellar asserts that it is entitled to: (i) the Maturity Consideration of $7,500 (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated FPA Maturity Date of July 22, 2024 of $1.91 per share) and (ii) Share Consideration of $2,539 , payable in cash, in each case, due and payable on July 24, 2024. On July 25, 2024 the Company received a notice from Vellar pursuant to the FPA, stating that the Company is in default of its payment obligations. On July 30, 2024, the Company received a notice of an event of default under the FPA from Vellar that (i) designated such date as the early termination date of the FPA and (ii) purports to result in an early termination cash payment of $4,164 becoming due to Vellar (equating to the sum of the Maturity Consideration and the Share Consideration minus the VWAP Price (as defined in the FPA) (as of July 29, 2024) of Vellar’s portion of the Recycled Shares).
On July 24, 2024, LanzaTech filed suit against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleges are in breach of the FPA’s requirement that Recycled Shares be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is noticed to the Company as part of an early termination, which Vellar has not done. In the event of a sale of Recycled Shares subject to an optional early termination, the Company is entitled to receive approximately $10.16 for each share sold (see Note 2 - Summary of Significant Accounting Policies). LanzaTech believes that Vellar’s notice regarding the VWAP Trigger Event and consequently, its notice of an event of default, is not valid and accordingly, that no payments are owed to Vellar in connection with the purported acceleration of the FPA Maturity Date or early termination of the FPA. LanzaTech filed an amended complaint on September 30, 2024. Vellar moved to dismiss, and the motion, which is fully briefed, remains pending. The Company intends to vigorously pursue its claims against Vellar.
On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking $4,164 plus interest. The Company intends to vigorously defend itself against the claim. On October 24, 2024, Vellar sought advancement of certain expenses from the Company in connection with this litigation. The Company denied the request on October 28, 2024. Vellar filed a motion for advancement of fees on November 20, 2024, which was fully briefed on December 20, 2024 and which remains pending. On April 11, 2025, Vellar filed a motion to amend 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 a response to the amended complaint on May 14, 2025.
Note 15 — Subsequent Events
Series A Convertible Senior Preferred Stock Purchase Agreement
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 (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 outstanding Convertible Note, plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note.
Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue and sell to the PIPE Purchaser, no later than May 31, 2025, warrants (the “PIPE Warrants”) to purchase an aggregate of 780,000,000 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, including the Reverse Stock Split (as defined below) and to be no less than par value of the common stock) and the other terms to be set forth in a warrant agreement (the “PIPE Warrant Agreement”). Subject to the
33
LANZATECH GLOBAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
conditions set forth in the PIPE Warrant Agreement, the PIPE Warrants will not be exercisable unless and until, among other things, certain requisite stockholder approvals are obtained and the Company consummates either 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, 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 Agreement will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.
The PIPE Purchase Agreement also provides that, no later than 60 days (or 90 days if the staff of the SEC conducts a review of the applicable preliminary proxy statement) following the PIPE Closing Date (the “Approval Deadline”), the Company will be required to convene a meeting of its stockholders to obtain stockholder approvals (collectively, the “Requisite Stockholder Approvals”) with respect to: (i) the issuance of shares of common stock issuable upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrants, and in connection with the Subsequent Financing (collectively, the “Issuable Common Shares”) and to effect any “change of control” in connection with the foregoing, in accordance with the rules of Nasdaq; (ii) an amendment to the Company’s certificate of incorporation to (a) effect a reverse stock split of the common stock (the “Reverse Stock Split”) at a ratio mutually acceptable to the Company and the holders of a majority of the outstanding Preferred Stock (the “Majority Holders”), (b) authorize that number of shares of common stock that, taking into account the Reverse Stock Split, is sufficient to authorize and issue Issuable Common Shares (the “Authorized Capitalization Amendment”), (c) set the par value of the common stock to an amount equal to the exercise price of the PIPE Warrants, and (d) provide that the Company’s stockholders may take action by written consent; and (iii) the issuance of common stock in the Subsequent Financing at a price per share of $0.05 (subject to adjustment in certain events, including the Reverse Stock Split). The PIPE Purchaser has also agreed in the PIPE Purchase Agreement to vote all shares of common stock held by it prior to the PIPE Closing Date in favor of the Requisite Stockholder Approvals or, if there are insufficient votes in favor of granting the Requisite Stockholder Approvals, in favor of the adjournment of such meeting of the stockholders of the Company to a later date.
Subject only to obtaining the Requisite Stockholder Approvals, 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 $0.05 (subject to adjustment in certain events, including the Reverse Stock Split), 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 10 business days following receipt of the Requisite Stockholder Approvals.
Skokie lease amendment
LanzaTech’s global headquarters and R&D center are co-located at the Illinois Science + Technology Park research campus in Skokie, Illinois, pursuant to a commercial lease that extends through 2036. On May 8, 2025, LanzaTech and its landlord entered into an amendment to the lease to reduce the size of the leased premises from 106,661 to 53,616 rentable square feet, effective July 1, 2025, with a corresponding proportional reduction in fixed rent payable to the landlord. In connection with the reduction in leased space, the amendment also provides, among other things, for a decrease in the required security deposit from $3.5 million to $1.5 million, to be delivered in the form of a letter of credit issued by a bank reasonably acceptable to the landlord no later than June 30, 2025. The amendment further reduces the total allowance available to LanzaTech, from $10.6 million to $2.4 million, for certain alterations to the Skokie premises or, under specified circumstances, for application to rent.
Convertible Note Litigation
34
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 this Quarterly Report.
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 $19.2 million for the three months ended March 31, 2025 and $25.5 million for the prior year period. As of March 31, 2025 we had an accumulated deficit of $988.8 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 (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
35
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 outstanding Convertible Note (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note.
Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue and sell to the PIPE Purchaser, no later than May 31, 2025, warrants (the “PIPE Warrants”) to purchase an aggregate of 780,000,000 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, including the Reverse Stock Split (as defined below) and to be no less than par value of the common stock) and the other terms to be set forth in a warrant agreement (the “PIPE Warrant Agreement”). Subject to the conditions set forth in the PIPE Warrant Agreement, the PIPE Warrants will not be exercisable unless and until, among other things, certain requisite stockholder approvals are obtained and the Company consummates either 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, 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 Agreement will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.
The PIPE Purchase Agreement also provides that, no later than 60 days (or 90 days if the staff of the SEC conducts a review of the applicable preliminary proxy statement) following the PIPE Closing Date (the “Approval Deadline”), the Company will be required to convene a meeting of its stockholders to obtain stockholder approvals (collectively, the “Requisite Stockholder Approvals”) with respect to: (i) the issuance of shares of common stock issuable upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrants, and in connection with the Subsequent Financing (collectively, the “Issuable Common Shares”) and to effect any “change of control” in connection with the foregoing, in accordance with the rules of Nasdaq; (ii) an amendment to the Company’s certificate of incorporation to (a) effect a reverse stock split of the common stock (the “Reverse Stock Split”) at a ratio mutually acceptable to the Company and the holders of a majority of the outstanding Preferred Stock (the “Majority Holders”), (b) authorize that number of shares of common stock that, taking into account the Reverse Stock Split, is sufficient to authorize and issue Issuable Common Shares (the “Authorized Capitalization Amendment”), (c) set the par value of the common stock to an amount equal to the exercise price of the PIPE Warrants, and (d) provide that the Company’s stockholders may take action by written consent; and (iii) the issuance of common stock in the Subsequent Financing at a price per share of $0.05 (subject to adjustment in certain events, including the Reverse Stock Split). The PIPE Purchaser has also agreed in the PIPE Purchase Agreement to vote all shares of common stock held by it prior to the PIPE Closing Date in favor of the Requisite Stockholder Approvals or, if there are insufficient votes in favor of granting the Requisite Stockholder Approvals, in favor of the adjournment of such meeting of the stockholders of the Company to a later date.
Subject only to obtaining the Requisite Stockholder Approvals, 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 $0.05 (subject to adjustment in certain events, including the Reverse Stock Split), 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 10 business days following receipt of the Requisite Stockholder Approvals. The Company may not be able to secure such Subsequent Financing in a timely manner, on favorable terms or at all. See Part II, “Item 1A.—Risk Factors—There can be no assurance that the Subsequent Financing will be successfully consummated or achieve the anticipated results.”
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Basis of Presentation
LanzaTech’s consolidated financial statements were prepared in accordance with 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:
The key elements of LanzaTech’s performance for the years ended March 31, 2025 and 2024 are summarized in the tables below:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (In thousands, except for percentages) | 2025 | 2024 | Variance | % Change | |||||||||||||||||||
| GAAP Measures: | |||||||||||||||||||||||
| Revenue | $ | 9,483 | $ | 10,244 | $ | (761) | (7) | % | |||||||||||||||
| Net Loss | (19,229) | (25,508) | 6,279 | (25) | % | ||||||||||||||||||
Key Performance Indicators: | |||||||||||||||||||||||
One-Time Revenue(1) | 8,277 | 9,682 | (1,405) | (15) | % | ||||||||||||||||||
Recurring Revenue (2) | 1,206 | 562 | 644 | 115 | % | ||||||||||||||||||
| Total Revenue | 9,483 | 10,244 | (761) | (7) | % | ||||||||||||||||||
Cost of Revenues (ex. Depreciation) (3) | 7,513 | 6,770 | 743 | 11 | % | ||||||||||||||||||
| Selling, general & administrative | 15,748 | 11,037 | 4,711 | 43 | % | ||||||||||||||||||
Adjusted EBITDA (4) | $ | (30,507) | $ | (22,148) | $ | (8,359) | 38 | % | |||||||||||||||
__________________
(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, 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, change in fair value of the Convertible Note and associated transaction costs, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield Loan 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.
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Results of Operations — Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 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 March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Variance | % Change | ||||||||||||||||||||
| (In thousands, except for per share amounts) | |||||||||||||||||||||||
| Total revenue | $ | 9,483 | $ | 10,244 | $ | (761) | (7.4) | % | |||||||||||||||
| Cost of revenues (exclusive of depreciation shown below) | 7,513 | 6,770 | 743 | 11.0 | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 16,494 | 17,061 | (567) | (3.3) | % | ||||||||||||||||||
| Depreciation expense | 781 | 1,530 | (749) | (49.0) | % | ||||||||||||||||||
| Selling, general and administrative expense | 15,748 | 11,037 | 4,711 | 42.7 | % | ||||||||||||||||||
| Total operating expenses | $ | 33,023 | $ | 29,628 | $ | 3,395 | 11.5 | % | |||||||||||||||
| Loss from operations | (31,053) | (26,154) | (4,899) | 18.7 | % | ||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income, net | 438 | 1,148 | (710) | (61.8) | % | ||||||||||||||||||
| Other income, net | 17,918 | 179 | 17,739 | nm | |||||||||||||||||||
| Total other income, net | 18,356 | 1,327 | 17,029 | nm | |||||||||||||||||||
| Loss before income taxes | (12,697) | (24,827) | 12,130 | nm | |||||||||||||||||||
| Loss from equity method investees, net | (6,532) | (681) | (5,851) | 859.2 | % | ||||||||||||||||||
| Net loss | $ | (19,229) | $ | (25,508) | $ | 6,279 | (24.6) | % | |||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Changes in credit risk of fair value instruments | 2,696 | — | 2,696 | nm | |||||||||||||||||||
| Foreign currency translation adjustments | (441) | 42 | (483) | nm | |||||||||||||||||||
| Comprehensive loss | $ | (16,974) | $ | (25,466) | $ | 8,492 | (33.3) | % | |||||||||||||||
| Net loss per share - basic and diluted | $ | (0.10) | $ | (0.13) | |||||||||||||||||||
| Weighted-average number of common shares outstanding - basic and diluted | 196,514,267 | 196,974,508 | |||||||||||||||||||||
nm - Not meaningful
Revenue
Total revenue decreased $0.8 million, or 7.4%, in the three months ended March 31, 2025, compared to the prior year period. Engineering and other services revenue decreased by $2.7 million, mainly due to the completion of projects with existing customers and governmental entities for $3.9 million offset by an increase from new customers of $1.2 million. In addition, revenues from Joint Development Agreements (“JDA”) and other contract research decreased by $1.8 million and $0.1 million, respectively. The decline was offset by an increase of $3.3 million in revenues from CarbonSmart sales and an increase of $0.5 million from licensing revenue.
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Cost of Revenues
Cost of revenues increased $0.7 million, or 11.0%, in the three months ended March 31, 2025, compared to the prior year period, primarily driven by the increase in sales for CarbonSmart products with a corresponding increase in cost of revenues of $3.2 million. The increase was offset by a decline in sales for engineering and other services which decreased the corresponding cost of revenues by $2.0 million. Similarly, the decrease in sales of JDA and other contract research drove a total decrease in cost of revenues of $0.5 million.
Research and Development
R&D expense decreased $0.6 million, or 3.3%, in the three months ended March 31, 2025, compared to the prior year period, primarily due to a decrease of $2.1 million in consumables and facilities expenses, compared to the prior year period. The decrease was offset by an increase of $1.1 million in external R&D services related to project development costs that are not currently eligible for capitalization nor tied to revenue agreements and a $0.4 million increase in personnel and contractors expenses related to R&D projects.
Selling, general and administrative expense
SG&A expense increased $4.7 million, or 42.7%, in the three months ended March 31, 2025, compared to the prior year period. This was primarily due to an increase of $5.3 million in professional fees associated with the Company’s focus on streamlining its business priorities and an increase of $0.9 million for facilities and consumable expenses compared to the prior year period. These increases were offset by a decrease of $1.5 million in personnel and contractors expenses driven by a decrease in salary and bonus expenses.
Interest income, net
Interest income, net decreased $0.7 million in the three months ended March 31, 2025 compared to the prior year period. 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 $17.7 million in the three months ended March 31, 2025 compared to the prior year period. This increase was primarily driven by a $34.3 million gain from the decrease in the fair value of the Convertible Note that was issued in the third quarter of 2024, a $13.0 million gain related to the change in fair value of the FPA recorded in the prior period with no change in the current period.
These gains were offset by a loss of $0.6 million due to the increase in fair value of the Brookfield SAFE between January 1, 2025 and February 14, 2025, a loss of $6.2 million from the extinguishment of the Brookfield SAFE, and a loss of $1.4 million due to the reversal of losses related to changes in instrument-specific credit risk that had accumulated in other comprehensive income prior to the extinguishment. This compares to a $9.7 million loss relating the change in fair value of the Brookfield SAFE that was recorded in the three-month period ended March 31, 2024.
Further losses offsetting the above gains are related to $11.4 million loss from the change in fair value of the Brookfield Loan between February 14, 2025 and March 31, 2025, and a loss of $0.6 million from the change in fair value of the warrants.
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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 March 31, 2025 and December 31, 2024:
| March 31, | December 31, | ||||||||||||||||||||||
| (In thousands, except for percentages) | 2025 | 2024 | Variance | % Change | |||||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | 16,034 | 45,737 | $ | (29,703) | (64.9) | % | ||||||||||||||||
As of March 31, 2025, compared to December 31, 2024, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $29.7 million, or 64.9%, primarily due to funding the net loss adjusted for non-cash charges (see cash flow section below), partial repayment on the Brookfield Loan and purchases of property, plant and equipment.
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 March 31, 2025, held-to-maturity security investments totaled $7.4 million, 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 March 31, 2025, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), the Brookfield Loan and the Convertible Note. We are not subject to any externally imposed capital requirements. As of March 31, 2025, LanzaTech’s outstanding debt comprised the Convertible Note, the Brookfield Loan, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on its consolidated balance sheets as of March 31, 2025. See Note 2 - Summary of Significant Accounting Policies in our unaudited consolidated financial statements for further information.
On February 3, 2023, LanzaTech, AMCI and ACM ARRT H LLC (“ACM”) executed a Forward Purchase Agreement (the “FPA”). On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”). ACM and Vellar are together referred to as the “Purchasers”. Pursuant to the FPA, the Purchasers obtained 5,916,514 shares of common stock (the “Recycled Shares”) on the open market for approximately $10.16 per share (the “Redemption Price”), and the purchase price of approximately $60.1 million was funded by the use of AMCI trust account proceeds as a partial prepayment (the “Prepayment Amount”) for the FPA redemption three years from the date of the Business Combination (the “FPA Maturity Date”). The FPA Maturity Date may be accelerated, at the Purchasers’ discretion, if the Company’s volume-weighted average share price is below $3.00 per share for any 50 trading days during a 60 day consecutive trading-day period (the “VWAP Trigger Event”) or if the Company is delisted. On any date following the Business Combination, the Purchasers also had the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”). For those shares early terminated (the “Terminated Shares”), the Purchasers would owe the Company an amount equal to the Terminated Shares times the Redemption Price, which could be reduced in the case of certain dilutive events (“Reset Price”).
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At the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”), which under the FPA is payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over the 30 scheduled trading days ending on the FPA Maturity Date. In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5.1 million (the “Share Consideration”), which under the FPA is payable in cash.
The Company’s volume-weighted average share price was below $3.00 per share for 50 trading days during the 60 day consecutive trading period ended on July 1, 2024. On July 22, 2024, Vellar notified the Company of the satisfaction of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,990,000 shares) to July 22, 2024. Vellar asserts that it is entitled to: (i) Maturity Consideration of $7.5 million (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated FPA Maturity Date of July 22, 2024 of $1.91 per share) and (ii) Share Consideration of approximately $2.5 million, payable in cash, each due and payable on July 24, 2024. On July 25, 2024, the Company received a notice from Vellar pursuant to the FPA, stating that the Company is in default of its payment obligations. On July 30, 2024, the Company received a notice of an event of default under the FPA from Vellar that (i) designated such date as the early termination date of the FPA and (ii) purports to result in an early termination cash payment of approximately $4.2 million becoming due to Vellar (equating to the sum of the Maturity Consideration and the Share Consideration minus the VWAP Price (as defined in the FPA) (as of July 29, 2024) of Vellar’s portion of the Recycled Shares).
On July 24, 2024, LanzaTech filed suit against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleges is in breach of the FPA’s requirement that Recycled Shares be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is notified to the Company as part of an early termination, which Vellar did not do. On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking approximately $4.2 million plus interest. The Company intends to vigorously defend itself against the claim. On April 11, 2025, Vellar filed a motion to amend its complaint, seeking to add a claim for breach of the FPA Warrants, to which LanzaTech and Vellar are parties. The amended complaint seeks damages, including liquidated damages under the FPA Warrants. The motion to amend remains pending. The outcome of the lawsuit is uncertain, and in the event that the Company does not succeed, the Company may not have sufficient funds or be able to obtain financing from third parties to pay amounts related to the lawsuit. See Note 17 - Commitments and Contingencies in our unaudited consolidated financial statements for further information.
On October 4, 2024, ACM delivered to the Company notice of satisfaction of the VWAP Trigger Event which accelerated the FPA Maturity Date with respect to ACM’s portion of the FPA. On October 15, 2024 and October 21, 2024, the Company paid in cash to ACM $2.5 million in Share Consideration and $7.5 million in Maturity Consideration, respectively, and ACM subsequently returned its Recycled Shares to the Company. As a result, the Company’s and ACM’s obligations under the FPA have been fully satisfied and settled.
On May 9, 2024, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) and a Terms Agreement (the “Terms Agreement” and, together with the Sales Agreement, the “ATM Agreements”) with B. Riley Securities, Inc. (“B. Riley Securities”), pursuant to which the Company may, from time to time and subject to certain conditions such as a floor price, offer and sell through or to B. Riley Securities, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of up to $100 million. The shares will be offered through or to B. Riley Securities, acting as agent in connection with agency transactions or as principal in connection with any principal transactions. Pursuant to the Terms Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion, for as long as the Sales Agreement remains effective, to direct B. Riley Securities on any trading day to act on a principal basis and purchase up to the maximum of the lesser of a) 50% of the prior daily trading volume, or b) approximately $0.2 million per day as long as the closing price on the day prior exceeds $1, and approximately up to $0.9 million per week, and up to $40 million per twelve-month period, subject to any applicable limitations pursuant to the rules and regulations of Nasdaq (the aggregate amount so purchased by B. Riley Securities under the Terms Agreement, the “Commitment”), which Commitment will be included within the aggregate offering price of up to $100 million of common stock sold pursuant to the ATM Agreements; provided, however, that only one principal sale may be
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requested per day unless otherwise agreed to by B. Riley Securities. As of March 31, 2025, no common stock had been sold pursuant to the ATM equity offering program and the program was inactive.
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 million of convertible notes. On August 6, 2024, we issued and sold $40.2 million of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”). The gross proceeds from the initial closing was approximately $40 million, before deducting estimated offering expenses.
The Convertible Note bore interest at a fixed rate of 8.00% per annum and would mature on August 6, 2029 (the “Convertible Note Maturity Date”), unless earlier redeemed or converted in accordance with its terms. The Convertible Note was subject to mandatory conversion for shares of the Company’s common stock upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that resulted in the Company receiving minimum gross proceeds in an amount that was equal to the greater of (i) $40 million and (ii) 50% of the total principal amount under the outstanding Convertible Note immediately following the final closing under the Convertible Note Purchase Agreement (a “Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price per share in the Qualified Equity Financing, less a 10% discount and (ii) the Valuation Cap (as defined below). The Convertible Note was also convertible at the option of the holder upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that did not meet the definition of a Qualified Equity Financing (a “Non-Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price in the Non-Qualified Equity Financing and (ii) the Valuation Cap. The Convertible Note was also convertible at the option of the holders any time prior to the Convertible Note Maturity Date at a conversion price equal to the Valuation Cap of $1.25 per share. The Valuation Cap was subject to adjustment based on the Company’s holdings in LanzaJet, and the conversion price in all cases was subject to adjustment for stock splits, reclassifications, redesignations, subdivisions, recapitalizations, and dividends. As of March 31, 2025, no Qualified Equity Financing nor Non-Qualifying Financing events had occurred.
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 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. See Note 15 - Subsequent Events in our unaudited consolidated financial statements for further information.
On October 2, 2022, the Company entered into the Simple Agreement for Future Equity with Brookfield (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 million (the “Initial Purchase Amount”). On February 14, 2025, LanzaTech and Brookfield entered into a Loan Agreement (the “Brookfield Loan”), and concurrently terminated the Brookfield SAFE.
Under the Brookfield Loan 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, approximately $60.0 million, representing the $50 million Initial Purchase Amount under the Brookfield SAFE plus accrued interest at a rate of 8% per annum, compounded annually from October 2, 2022 to and including February 14, 2025. The Brookfield Loan accrues interest at a rate of 8% per annum, compounded annually, from February 14, 2025. The initial principal payment of $12.5 million to Brookfield was due on or prior to February 21, 2025 and has been paid. Any remaining outstanding principal amount of the Brookfield Loan (the “Remaining Amount”), plus accrued interest will be repayable in cash upon the earlier of (i) October 3, 2027, (ii) the occurrence of certain change of control events or (iii) a breach of the Loan Agreement. In addition, for each $50 million of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $5 million of the Remaining Amount will be deemed to be repaid. As of March 31, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid.
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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 $13.8 million, short-term held-to-maturity debt securities of $7.4 million and an accumulated deficit of $(988.8) million as of March 31, 2025, along with cash outflows from operations of $(21.1) million and net loss of $(19.2) million for the three months ended March 31, 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.
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 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 outstanding Convertible Note, plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue and sell to the PIPE Purchaser, no later than May 31, 2025, warrants (the “PIPE Warrants”) to purchase an aggregate of 780,000,000 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 to be no less than par value of the common stock) and the other terms to be set forth in the PIPE Warrant Agreement.
Subject only to obtaining Requisite Stockholder Approvals, 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 $0.05 (subject to 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 10 business days following receipt of Requisite Stockholder Approvals. If the Requisite Stockholder Approvals are not received and there is not a sufficient number of shares of the Company’s common stock duly authorized for the exercise of the PIPE Warrants and the consummation of the Subsequent Financing, the Company will be required to offer to redeem all of the then-outstanding shares of Series A Preferred Stock at a price per share equal to 1.5x its liquidation value. The Company can provide no assurance that it will have sufficient liquidity to make this payment if required to do so or that it will be able to secure such Subsequent Financing in a timely manner, on favorable terms or at all. See Part II, “Item 1A.-Risk Factors—There can be no assurance that the Subsequent Financing will be successfully consummated or achieve the anticipated results “Item 1A.-Risk Factors—There can be no assurance that the
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Subsequent Financing will be successfully consummated or achieve the anticipated results ” and “—We will need to seek stockholder approvals in order to consummate the Subsequent Financing, and there can be no assurance that we will succeed in receiving any of the required stockholder approvals.”
We are actively pursuing the above actions. However, because obtaining the Requisite Stockholder Approvals and receipt of the Subsequent Financing described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern.
The unaudited consolidated financial statements for the quarter ended March 31, 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 three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | |||||||||||||||||||||
| Net cash used in operating activities | $ | (21,101) | $ | (28,289) | |||||||||||||||||||
| Net cash provided by investing activities | 4,287 | 9,220 | |||||||||||||||||||||
| Net cash (used in)/provided by financing activities | (12,500) | 186 | |||||||||||||||||||||
Effects of currency translation on cash, cash equivalents and restricted cash | (389) | 48 | |||||||||||||||||||||
Net decrease in cash, cash equivalents and restricted cash | $ | (29,703) | $ | (18,835) | |||||||||||||||||||
Cash Flows Used in Operating Activities
Cash flows used in operating activities decreased $7.2 million, or 25%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily attributable to the larger adjustments to the net loss related to non-cash losses on financial instruments and equity method investment in the three months ended March 31, 2025 compared to the prior year period.
Cash Flows Provided by Investing Activities
In the three months ended March 31, 2025, net cash provided by investing activities was $4.3 million, compared to net cash provided by investing activities of $9.2 million in the three months ended March 31, 2024. The change is primarily driven by the net cash inflows of $5.0 million from more debt securities maturing in the three months ended March 31, 2025.
Cash Flows from Financing Activities
In the three months ended March 31, 2025, net cash from financing activities was $12.5 million, compared to net cash provided by financing activities of $0.2 million in the three months ended March 31, 2024. The change was driven by the $12.5 million partial repayment of the Brookfield Loan.
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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 months ended March 31, 2025, from those disclosed in the Company’s 2024 Annual Report, except for the measurement of the Brookfield Loan liability:
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.
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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, 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, change in fair value of the Convertible Note and associated transaction costs, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield Loan 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 March 31, | |||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | |||||||||||||||||||||
Net Loss | $ | (19,229) | $ | (25,508) | |||||||||||||||||||
| Depreciation | 781 | 1,530 | |||||||||||||||||||||
Interest income, net | (438) | (1,148) | |||||||||||||||||||||
Stock-based compensation expense and change in fair value of Brookfield SAFE and warrant liabilities (1) | (652) | (10,748) | |||||||||||||||||||||
| 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) | — | 13,045 | |||||||||||||||||||||
Change in fair value of Convertible Note and related transaction costs | (35,143) | — | |||||||||||||||||||||
Change in fair value of Brookfield Loan | 11,426 | — | |||||||||||||||||||||
Loss from equity method investees, net | 6,532 | 681 | |||||||||||||||||||||
Adjusted EBITDA | $ | (30,507) | $ | (22,148) | |||||||||||||||||||
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__________________
(1)Stock-based compensation expense represents expense related to equity compensation plans.
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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 March 31, 2025.
Based on that evaluation, the CEO and CFO concluded that the material weaknesses 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, 2024, were still present as of March 31, 2025 (the “Evaluation Date”). 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, management has concluded that our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with GAAP.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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. Please see Note 14 - Commitments and Contingencies and Note 15 – Subsequent Events 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.
Item1A. Risk Factors
Our risk factors are disclosed in Part I, Item 1A of our 2024 Annual Report. There have been no material changes during the three months ended March 31, 2025 from or updates to the risk factors discussed in Part I, Item 1A. Risk Factors, of our 2024 Annual Report, except as follows:
There can be no assurance that the Subsequent Financing will be successfully consummated or achieve the anticipated results.
Management has concluded that there is substantial doubt about our ability to continue as a going concern, and therefore, we have been evaluating options to enhance our liquidity position with financing. On May 7, 2025, we entered into the PIPE Purchase Agreement, pursuant to which we (i) issued 20 million shares of Series A Preferred Stock that are convertible on a one-to-one basis into shares of common stock (provided that, prior to receiving the Requisite Stockholder Approvals, the aggregate number of shares of common stock issuable upon conversion of the Series A Preferred Stock shall not exceed 39,360,036 shares (the “Share Conversion Cap”)) and (ii) committed to issue warrants (the “PIPE Warrants”) to purchase 780 million shares of common stock, exercisable upon (i) receipt of required stockholder approvals described below and (ii) securing additional financing in an amount not less than $35.0 million nor more than $65.0 million pursuant to the terms of the PIPE Purchase Agreement (such financing, a “Subsequent Financing”).
Securing the Subsequent Financing will require substantial additional time and attention from our management and may divert attention away from our business activities, which may adversely affect our ability to conduct our day-to-day operations and execute on our business initiatives. We may incur additional significant legal, accounting and advisory fees and other expenses, some of which may be incurred regardless of whether we successfully enter into the Subsequent Financing. Any such expenses will decrease the remaining cash available for use in our business. Additionally, securing the Subsequent Financing will be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, the interest of third party investors and obtaining requisite stockholder approvals. See –“We will need to seek stockholder approvals in order to consummate the Subsequent Financing, and there can be no assurance that we will succeed in receiving any of the required stockholder approvals” below. We have had difficulties raising capital in the past and there can be no assurance that the Subsequent Financing will be successfully consummated or achieve the anticipated results.
If we are unable to complete the Subsequent Financing or obtain other financing sufficient to meet our liquidity needs and continue operations, it would have a material adverse effect on our business and our ability to continue to operate, in which case, holders of our common stock could lose all or a significant portion of their investment.
We will need to seek stockholder approvals in order to consummate the Subsequent Financing, and there can be no assurance that we will succeed in receiving any of the required stockholder approvals.
We are currently authorized to issue 600,000,000 shares of common stock under our second amended and restated certificate of incorporation as amended (the “Charter”). As of May 15, 2025, we had 231,964,989 shares of common stock issued and outstanding, approximately 36,022,898 shares of common stock committed for issuance giving effect to the assumed exercise of all outstanding options and vesting of restricted stock units and performance
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stock units, 17,574,276 shares of common stock underlying outstanding warrants and 20,000,000 shares of common stock underlying the Series A Preferred Stock (which Series A Preferred Stock may only be converted up to the Share Conversion Cap unless and until the Requisite Stockholder Approvals are received). Additionally, pursuant to the PIPE Purchase Agreement, we have committed to issue the PIPE Warrants to purchase up to 780,000,000 shares of our common stock, which will only become exercisable once we receive the requisite stockholder approvals and consummate the Subsequent Financing. Due to the limited number of authorized shares of common stock available for future issuance, we will not be able to consummate the Subsequent Financing (or otherwise raise equity capital) unless we increase the number of shares we are authorized to issue.
The PIPE Purchase Agreement provides that, no later than 60 days (or 90 days if the staff of the Securities and Exchange Commission (“SEC”) conducts a review of the applicable preliminary proxy statement) following May 7, 2025, we will be required to convene a meeting of our stockholders to obtain stockholder approvals (collectively, the “Requisite Stockholder Approvals”) with respect to: (i) the issuance of shares of common stock issuable upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrants, and in connection with the Subsequent Financing (collectively, the “Issuable Common Shares”) and to effect any “change of control” in connection with the foregoing, in accordance with the rules of The Nasdaq Stock Market LLC; (ii) an amendment our Charter to (a) effect a reverse stock split of the common stock at a ratio mutually acceptable to us and the holders of a majority of the outstanding Series A Preferred Stock, (b) authorize that number of shares of common stock that, taking into account the reverse stock split, is sufficient to authorize and issue Issuable Common Shares, (c) set the par value of the common stock to an amount equal to the exercise price of the Warrants, and (d) provide that our stockholders may take action by written consent; and (iii) the issuance of common stock in the Subsequent Financing at a price per share of $0.05 (subject to adjustment in certain events). We can provide no assurance that we will succeed in receiving the Requisite Stockholder Approvals which are needed in order to consummate the Subsequent Financing.
If, following the stockholder meeting, there is not a sufficient number of shares of our common stock duly authorized for the exercise of the Warrants and the consummation of the Subsequent Financing, we will be required to offer to redeem all of the then-outstanding shares of Series A Preferred Stock at a price per share equal to 1.5x its liquidation value. We can provide no assurance that we will have sufficient liquidity to make this payment and in such a case, we may have to liquidate our assets, and in such event, it’s likely that holders of our common stock would lose all or a significant portion of their investment.
Our stockholders may experience substantial dilution as a result of the exercise of outstanding options or warrants to purchase shares of our common stock, upon conversion of our Series A Preferred Stock into shares of our common stock, and as a result of the Subsequent Financing, if consummated.
As of May 15, 2025, we had approximately 36,022,898 shares of common stock committed for issuance giving effect to the assumed exercise of all outstanding options and vesting of restricted stock units and performance stock units. In addition, as of May 15, 2025, we may be required to issue up to 17,574,276 shares of our common stock upon exercise of outstanding warrants and up to 20,000,000 shares of our common stock upon conversion of outstanding shares of the Series A Preferred Stock, subject in the case of the shares of common stock underlying the Series A Preferred Stock to the Share Conversion Cap. Pursuant to the PIPE Purchase Agreement, we have also committed to issue the PIPE Warrants to purchase up to 780,000,000 shares of our common stock, which PIPE Warrants will become exercisable if and when we receive the Requisite Stockholder Approvals and consummate the Subsequent Financing. Additionally, the Subsequent Financing, if consummated, would involve issuing additional shares of our capital stock. Any such issuances of additional capital stock would cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock will likely decline.
Our anticipated workforce reduction may not achieve our intended outcome and may result in significant adverse consequences.
Alongside the Series A Preferred Stock Issuance and in connection with continuing to implement strategic measures to scale our global business with greater cost efficiency to support our transition from a research and development-centric company to a commercially focused enterprise, we have notified certain of our employees of an anticipated workforce reduction. This workforce reduction may result in unintended consequences and costs, such as
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the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, decreased morale among our remaining employees, and the risk that we may not achieve the anticipated benefits of the workforce reduction. In addition, while certain positions are anticipated to be eliminated, certain functions necessary to our operations remain, and we may be unsuccessful in distributing the duties and obligations of departed employees among our remaining employees. The workforce reduction could also make it difficult for us to pursue, or prevent us from pursuing, new opportunities and initiatives due to insufficient personnel, or require us to incur additional and unanticipated costs to hire new personnel to pursue such opportunities or initiatives. If we are unable to realize the anticipated benefits from the workforce reduction, or if we experience significant adverse consequences from the workforce reduction, our business, financial condition, and results of operations may be materially adversely affected.
There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, negatively impacting its price, liquidity, and our ability to access the capital markets.
Our common stock is listed on Nasdaq under the symbol LNZA. For continued listing on Nasdaq, we must maintain a minimum bid price of $1.00 for a period of 30 consecutive business days, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On March 13, 2025 we received written notice from the Nasdaq Listing Qualifications Department notifying us that for the last 30 consecutive business days, the closing bid price for our common stock had been below the $1.00 per share minimum closing bid price requirement for continued listing on Nasdaq, as set forth in the Minimum Bid Price Requirement. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we will have 180 calendar days from receipt of such notice, or until September 9, 2025 (the “First Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day period. If at any time before the First Compliance Date, the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, subject to the discretion of the Nasdaq Listing Qualification Staff. Nasdaq will provide us with written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed. In the event we do not regain compliance with the Minimum Bid Price Requirement by the First Compliance Date, we may be eligible for an additional 180-calendar day compliance period. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of our intention to cure the bid price deficiency during the second compliance period. If it appears to the Nasdaq staff that we will not be able to cure the deficiency or if we are otherwise not eligible or fail to regain compliance during the second compliance during the second compliance period, Nasdaq will provide written notification to us that our common stock is subject to delisting. At that time, we may appeal any such delisting determination to a Nasdaq hearings panel (the “Panel”). If we receive such a delisting notice, Nasdaq may not grant the our request for a hearing, or if Nasdaq grants our request for a hearing, the Panel may not grant our request for continued listing of our common stock on The Nasdaq Capital Market pending compliance with all applicable listing criteria, including the Minimum Bid Price Requirement, or we may be unable to timely satisfy the terms of any extension that may be granted by the Panel.
We will continue to monitor the closing bid price of our common stock and will consider our available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement within the allotted compliance periods. We intend to seek to effect a reverse stock split of our common stock in connection with the Requisite Stockholder Approvals, however, we can provide no assurance that we will succeed in receiving Requisite Stockholder Approvals, and even if we do, we may still be unable to meet the minimum bid price requirement, and we may be unable to meet other applicable Nasdaq listing requirements, including maintaining minimum levels of stockholders’ equity or market values of our common stock. There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement, be successful in any appeal we may undertake, or be able to maintain compliance with any of the other continued listing requirements of the Nasdaq Capital Market.
If Nasdaq delists our securities for failing to meet these requirements, we and our stockholders could face significant negative consequences, including:
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•decreased ability to obtain financing for the continuation of our operations;
•limited availability of market quotations for our securities;
•a determination that our common stock is “penny stock,” requiring brokers to adhere to more stringent rules, possibly reducing trading activity in the secondary market;
•limited amount of analyst coverage, if any; and
•decreased liquidity of our common stock.
Delisting from Nasdaq could also result in other negative consequences, such as the potential loss of confidence by suppliers, customers, and employees, the loss of institutional investor interest, and fewer business development opportunities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
See Note 15 – Subsequent Events 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 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 March 31, 2025, none of our directors or officers adopted terminated
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Item 6. Exhibits
| Exhibit | Description | |||||||
| 3.1** | ||||||||
| 3.2** | ||||||||
3.3** | ||||||||
| 3.4** | ||||||||
10.1** | ||||||||
| 10.2** | ||||||||
10.3**# | ||||||||
| 10.4** | ||||||||
| 10.5** | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
32 *+ | ||||||||
101 | The following financial information from LanzaTech Global Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 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.
+ 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.
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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 May 19, 2025.
LANZATECH GLOBAL, INC. | ||||||||||||||
(Registrant) | ||||||||||||||
| Name | Position | Date | ||||||||||||
| /s/ Jennifer Holmgren, Ph.D. | Chief Executive Officer and Director (Principal Executive Officer) | May 19, 2025 | ||||||||||||
Jennifer Holmgren, Ph.D. | ||||||||||||||
/s/ Justin Pugh | Chief Financial Officer (Principal Financial Officer) | May 19, 2025 | ||||||||||||
Justin Pugh | ||||||||||||||
/s/ Sushmita Koyanagi | Chief Accounting Officer (Principal Accounting Officer) | May 19, 2025 | ||||||||||||
Sushmita Koyanagi | ||||||||||||||
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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jennifer Holmgren, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of LanzaTech Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 19, 2025 | By: /s/ Jennifer Holmgren | |||||||
| Jennifer Holmgren | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Justin Pugh, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of LanzaTech Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 19, 2025 | By: /s/ Justin Pugh | |||||||
| Justin Pugh | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Jennifer Holmgren, Chief Executive Officer of LanzaTech Global, Inc. (the “Company”), and Justin Pugh, Chief Financial Officer of the Company, each hereby certifies that, to the best of their knowledge:
1.The Company’s Quarterly Report on Form 10-Q for the year ended March 31, 2025, to which this Certification is attached as Exhibit 32 (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 19, 2025 | By: | /s/ Jennifer Holmgren | ||||||
| Jennifer Holmgren | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| By: | /s/ Justin Pugh | |||||||
| Justin Pugh | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of LanzaTech Global, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.