LNZA 10-K & 10-Q changes, risk factors and insider trading
LanzaTech Global, Inc. (also LNZAW) · Nasdaq · Industrial Organic Chemicals · CIK 1843724 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may not be successful in scaling our cohort-based commercialization model, which remains central to our long-term strategy.”
New heading “An extended U.S. Government shutdown could materially adversely affect our business, results of operations, and financial condition.”
New heading “Our stockholders will experience substantial dilution as a result of the exercise of the PIPE Warrant and the consummation of any additional equity financing.”
New heading “There has not been an active market for trading in our common stock, and the Preferred Stock Conversion and the January 2026 Financing have concentrated, and the exercise of the PIPE Warrant will concentrate, our share ownership and could further limit trading activity.”
New heading “Khosla Ventures and its affiliates have significant influence over us, and their interests may conflict with those of our other stockholders in the future.”
New heading “We have identified deficiencies in our internal control over financial reporting that constitute “material weaknesses” as defined in Regulation S-X. If we are unable to remediate these deficiencies, or if we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial condition or results of operations or prevent fraud.”
Removed heading “Summary of Risk Factors”
Removed heading “There is no assurance that the non-binding proposal from Carbon Direct Capital to take the Company private will result in a definitive transaction.”
Removed heading “We and Legacy LanzaTech have identified material weaknesses in our internal control over financial reporting. While some of these material weaknesses have been remediated, they could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.”
Removed heading “We may not have the funds necessary to satisfy our future obligations under the Forward Purchase Agreement (“FPA”).”
Largest changes
“We have identified deficiencies in our internal control over financial reporting that constitute “material weaknesses” as defined in Regulation S-X. If we are unable to remediate these deficiencies, or if we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial condition or results of operations or prevent fraud.”see in full comparison
“As discussed in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources and Use of Capital” of this Annual Report on Form 10-K, pursuant to the FPA, on the FPA Maturity Date the Company is obligated to pay to the Purchasers the Maturity Consideration, which may be paid in cash or in shares, the Share Consideration, and retain the Prepayment Amount (in each case as defined below). …”see in full comparison
“We and Legacy LanzaTech have identified material weaknesses in our internal control over financial reporting. While some of these material weaknesses have been remediated, they could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.”see in full comparison
“Legacy LanzaTech has also identified material weaknesses in its internal control over financial reporting. During 2022, Legacy LanzaTech restated its previously issued 2020 and 2021 financial statements. The restatement resulted from certain material weaknesses. For additional information on the restatement, see Note 2 — Summary of Significant Accounting Policies to Legacy LanzaTech’s 2020 and 2021 restated financial statements. …”see in full comparison
“•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.”see in full comparison
“Our common stock is listed on the Nasdaq Stock Market LLC (“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”). …”see in full comparison
Full comparison: every changed paragraph (127)
Summary of Risk Factors
An investment in shares of our common stock involves substantial risks and uncertainties that may materially adversely affect our business, financial condition and results of operations and cash flows. Some of the more significant challenges and risks relating to an investment in our Company are summarized below. The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in Part I, “Item 1A- Risk Factors” in this Annual Report.
•There is substantial doubt about our ability to continue as a going concern.
•We will require substantial financing to fund our operations, which financing may result in restrictions on our operations or substantial dilution to our stockholders, and which might not be available on acceptable terms, if at all.
•There is no assurance that the Take-Private Proposal will result in a definitive transaction.
•We have incurred losses and anticipate continuing to incur losses, and have not yet generated material revenues.
•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.
•The success of our partners’ plant operations is significantly dependent upon the strong execution and operation of each project by the respective industry partner as we rely, and expect to continue to rely, heavily on industry partners to effect our growth strategy and to execute our business plan, and our failure to successfully maintain and manage these relationships and enter into new relationships could prevent us from achieving or sustaining profitability.
•Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies, the price of fossil feedstocks relative to the price of our waste-based feedstocks, and the availability of the waste-based feedstocks may affect our or our industry partners’ cost structure, gross margin and ability to compete.
•We compete in an industry characterized by rapidly advancing technologies, intense competition and a complex intellectual property landscape, and our failure to successfully compete with other companies in our industry may have a material adverse effect on our business, financial condition and results of operations and market share.
•Even if we successfully develop process technologies that produce products meeting our industry partners’ specifications, the adoption of such process technologies by our industry partners may be delayed or reduced, or our costs may increase.
•Failure of LanzaJet to complete its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF may severely impact our business, financial condition, results of operations and prospects.
•Governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization, may be implemented in a way that does not include products produced using our novel technology platform and process technologies or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business, results of operations and financial condition.
•We may be unable to scale fast enough to reach profitability levels sufficient to generate a return on investment.
•Waste-based and other feedstock may be used in alternative processes, restricting the addressable market for LanzaTech.
•If we experience a significant disruption in our information technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations and financial condition could be adversely affected.
•Political and economic uncertainty, including tariffs and changes in policies of the Chinese government or in relations between China and the United States, may impact our revenue and materially and adversely affect our business, financial condition, and results of operations.
•Our ability or the ability of our partners to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters, which can change quickly with little advance notice.
•Our operations and financial results may be impacted if the Chinese government determines that the contractual arrangements constituting part of the Shougang Joint Venture VIE structure do not comply with Chinese regulations, or if these regulations change or are interpreted differently in the future.
•We and our partners may be subject to regulatory actions by the Chinese government targeting concerns related to data security and monopolistic behavior.
•Changes in China’s economic, political or social conditions or legal system or government policies could have a material adverse effect on our business and operations.
•We may be subject to risks that the Chinese government may intervene or influence our operations at any time.
•We and our industry partners are subject to extensive international, national and regional laws and regulations, and any changes in laws or regulations, or failure to comply with these laws and regulations, could have a material adverse effect on our business.
•Market prices for more sustainable, waste-based products that our process technologies enable are subject to volatility and there is a limited referenceable market for such products.
•Our patent rights and trade secrets protections may not provide commercially meaningful protection against competition, and we may not be able to operate our business without infringing the proprietary rights of third parties.
The Company has recurring net losses and anticipates continuing to incur losses. As of December 31, 2024,2025, we had cash and cash equivalents of $43.5$13.2 million, short-term held-to-maturity debt investments of $12.4 million and accumulated deficit of $(969.61,018.6) million, along with cash outflows from operations of $(89.164.9) million and net loss of $(137.749.0) million for the year ended December 31, 2024.2025. Based on our liquidity position as of December 31, 20242025 and our current forecast of operating results and cash flows, we anticipate that we will not have sufficient resources to fund our cash obligations for the next 12 months following the issuance of our consolidated financial statements for the year ended December 31, 2024.2025. Management has concluded, and the report of our auditors included in this Annual Report reflects,concluded that our ability to continue as a going concern is dependent on our ability to execute our business plan, raise significant amounts of additional capital and/or implement other strategic options. The Company is actively pursuing the above actions. However, because certain of the actions described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about the CompanyCompany’s ability to continue as a going concern.
If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment. Further, the perception that we may be unable to continue as a going concern may impede our ability to pursue strategic opportunities or operate our business due to concerns regarding our ability to fulfill our contractual or performance obligations. In addition, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all. Perceived uncertainties related to our ability to continue as a going concern and speculation regarding the status of the various strategic options that the Company is considering, including the Take-Private Proposal, could impact our ability to retain, attract, or strengthen our relationships with key personnel and other employees, and could impact our ability to retain, attract or strengthen our relationships with current and potential partners, which may cause them to terminate, or not renew or enter into, arrangements or projects with us.
We will require substantial financing to fund our operations which financing may result in restrictions on our operations or substantial dilution to our stockholders, and which might not be available on acceptable terms, if at all.
Our operations have consumed substantial amounts of cash since inception. We have historically funded our operations through the Business Combination, issuances of equity securities, and debt financing, as well as from revenue generating activities with commercial and governmental entities. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business.
Management has concluded that there is substantial doubt about our ability to continue as a going concern, and therefore, we are currently evaluating options to enhance our liquidity position with financing. Securing financing couldin sufficient amounts will require a substantial amount of time and attention from our management and may divert a disproportionate amount of its attention away from our business activities,management, 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 any financing. Any such expenses will decrease the remaining cash available for use in our business. Additionally, securing financing will be dependent on a number of factors that may be beyond our control, including, among other things, market conditions and the interest of third-party investors. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all.
If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will have to reduce our operating or investing expenditures, which will cause a delay or reduction in our technology development and commercialization programs, and substantially impair our ability to generate revenues, meet our liquidity needs and continue operations.operations, and holders of our common stock could lose all or a significant portion of their investment. See “—There is substantial doubt about our ability to continue as a going concern” above.
There is no assurance that the non-binding proposal from Carbon Direct Capital to take the Company private will result in a definitive transaction.
We received a non-binding proposal on April 3, 2025, from Carbon Direct Capital offering to acquire all of the outstanding shares of our common stock for $0.02 per share (the “Take-Private Proposal”).
The Strategic Committee is currently reviewing, evaluating and negotiating the Take-Private Proposal in consultation with the Company’s financial advisor and legal counsel. There is no guarantee that any proposal made by Carbon Direct Capital regarding a proposed transaction will be accepted by the Strategic Committee, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all. If we do not enter into the Take-Private Proposal, or if its terms are changed, it may impact our ability to execute on other strategic options, which would likely have an adverse effect on the market price of shares of our common stock.
Additionally, the work required to support the exploration of a possible take-private transaction has diverted and is likely to continue to divert management’s time and attention, which may impact the day-to-day business of the Company and our results of operations.
We may not be able to attract or retain qualified employees due to the intense competition for qualified personnel among technology-based businesses, or due to the scarcity of personnel with the qualifications or experience necessary for our business. Hiring, training and successfully integrating qualified personnel into our operations can be a lengthy and expensive process, and efforts to integrate such personnel may not be successful. The market for qualified personnel is very competitive because of the limited number of people available with the necessary technical skills and understanding of our technology,technology and given the number of companies in this industry seeking this type of personnel. If we are not able to attract, integrate and retain the necessary personnel to accomplish our business objectives and continue to compensate such individuals competitively, we may experience staffing constraints that will adversely affect our ability to support our internal research and development programs. In particular, our production process development, process engineering, research and development, and plant operations programs are dependent on our ability to attract, integrate and retain highly skilled scientific, technical and operational personnel. Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms, or at all. As we continue to expand our international operations, these personnel-related risks will increase and we will face additional geography-specific challenges, such as challenges hiring, training, and relocating employees to specific regions or countries and differing tax and regulatory regimes.
We may not be successful in scaling our cohort-based commercialization model, which remains central to our long-term strategy.
During 2025, we continued implementing strategic actions designed to streamline commercialization across our operational structure, enhance capital efficiency, and accelerate deployment of its platform technology. These actions reflect a continued shift away from one-off projects and toward greater execution consistency, capital discipline, and long-term revenue generation.
Under this cohort-based operating model, commercial projects are grouped into cohorts based on their stage of maturity, financing readiness, and offtake progress. Under this model, each cohort progresses through defined development stages—from early-stage services and engineering support to equipment deployment, licensing, and ultimately recurring revenue from product sales and potential carbon credits.
This model is intended to:
• Systematically de-risk execution by applying learnings from prior deployments;
• Align resources and capital allocation around milestone-based progression; and
• Build revenue visibility as projects advance toward operations.
A portion of anticipated near-term revenue remains linked to projects supported directly or indirectly by U.S. government programs, including those administered by the Department of Energy (“DOE”). Timing of certain project milestones is dependent on government funding processes and related approvals. Any delays in government funding, including those arising from administrative delays or federal budget disruptions, could result in the postponement of grant awards or cooperative agreements and financing bottlenecks for cost-share projects reliant on DOE commitments. Such delays could defer expected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for projects in earlier cohorts where DOE involvement plays a key role.
While we continue to actively manage funding risk by pursuing diversified project funding sources, engaging private capital partners, and sequencing project cohorts to align with available capital, these efforts may not be successful, and prolonged government funding delays could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.
Scaling the cohort-based commercialization model remains central to our long-term strategy. Execution will depend on continued access to capital, disciplined project selection, and effective coordination across technical, regulatory, and financing workstreams.
Our inability to overcome these obstacles could harm our business, financial conditioncondition, and operating results. Even if we are successful in managing these obstacles, our industry partners internationally are subject to these same risks and may not be able to manage these obstacles effectively.
If we and our partners are unable to construct these plants within the planned timeframes, in a cost-effective manner or at all due to a variety of factors, including, but not limited to, a failure to acquire or lease land on which to build plants, a stoppage of construction as a result of any global health crises or pandemic, the imposition or heightening of tariffs, sanctions or other economic or military measures in relation to the current conflicts in Europe and the Middle-East,Middle East, unexpected construction problems, permitting and other regulatory issues, severe weather, labor disputes, and issues with subcontractors or vendors, including payment disputes, our business, financial condition, results of operations and prospects could be severely impacted.
We have sought and may continue to seek to obtain government grants in the future to offset a portion of the costs of our research and development, commercializationcommercialization, and other activities. We cannot be certain that we will be able to secure any such government grants in a timely fashion, or at all. Moreover, any of our existing grants or new grants that we may obtain may be terminated, modifiedmodified, or recovered by the granting governmental body. If such grant funding is discontinued, our revenue and cash received from grants will decrease. If we do not receive grants we are counting on, our liquidity will be impacted, which will impact our ability to grow or maintain our business.
Failure of LanzaJet to completesuccessfully complete, commission, scale and operate its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF may severely impact our business, financial condition, results of operations and prospects.
LanzaJet is currently working with its investors, including the Company, and other counterparties to advance commissioning, ramp-up and sustained commercial operations at the Freedom Pines Biorefinery in Soperton, Georgia (the “Soperton facility”). In February 2026, LanzaJet announced the first close of an overall $135 million target equity investment round at a $650 million pre-money enterprise valuation and disclosed that the first close, together with a previously awarded grant from the UK Department for Transport’s Advanced Fuels Fund, provides LanzaJet with $47 million in capital. Furthermore, the Company is developing projects to construct and operate facilities that would use the LanzaJet process.
However, there is no guarantee that the Soperton facility will be completed and operated as planned or that third parties will adopt the LanzaJet process in their commercial facilities for the production of SAF. In addition, there is no assurance that LanzaJet will consummate additional closings of its current financing round or otherwise obtain sufficient capital to fund its operations and growth on acceptable terms, that the anticipated benefits of any tolling or similar arrangements will be realized (including continued secured feedstock supply and offtake), or that grants, incentives or other sources of capital will be available when needed. The failure of LanzaJet to successfully achieve sustained commercial operations at the Soperton facility, to obtain sufficient capital to fund its business plan, or of third parties to adopt the LanzaJet process in their commercial facilities could severely impact our business, financial condition, results of operations and prospects.
As of February 11, 2026, we currently have an approximately 45.6% ownership interest on a fully diluted basis in LanzaJet and do not control LanzaJet. Although we have the right to nominate one of seven representatives to LanzaJet’s board of directors (subject to continued satisfaction of applicable ownership thresholds), we are not able to make decisions on behalf of LanzaJet without support from other directors and stockholders, and LanzaJet’s interests, strategic priorities and risk tolerance may diverge from ours. In addition, future issuances of equity or equity-linked securities by LanzaJet (including additional closings of its current financing round) could further dilute our ownership interest and reduce our influence. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments” for additional information regarding LanzaJet’s recent financing and related governance changes.
Pursuant to the LanzaJet Investment Agreement, described in more detail in the section entitled “Business — Key Collaboration Agreements — LanzaJet Agreements — LanzaJet Amended and Restated Investment Agreement,” Mitsui, Suncor Energy Inc. (“Suncor”), British Airways PLC, a subsidiary of International Consolidated Airlines Group (“British Airways”) and Shell Ventures LLC (“Shell”) have committed to invest in LanzaJet a total of up to $120 million in second tranche investments upon the achievement of certain development milestones relating to an initial demonstration facility located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia (the “Soperton facility”). Pursuant to the LanzaJet Investment Agreement, $45 million has already been invested in setting up LanzaJet and in constructing the Soperton facility. Our partners have likewise agreed to determine the feasibility of developing additional potential facilities for the commercial scale production of alcohol-to-jet (“ATJ”) fuel.
Although LanzaJet is currently working with the partners mentioned above to confirm project locations and solidify the appropriate project structures, and we are developing projects ourselves to construct and operate facilities that would use the LanzaJet process, there is no guarantee that these facilities will be completed or that third parties will adopt the LanzaJet process in their commercial facilities for the production of SAF. The failure of LanzaJet to complete its initial facility or of third parties to adopt the LanzaJet process in their commercial facilities could severely impact our business, financial condition, results of operations and prospects.
Furthermore, we currently have approximately a 36.33% voting interest (including in-substance common stock) in LanzaJet and are not able to make decisions on behalf of LanzaJet without support from other shareholders. We will remain a minority shareholder in LanzaJet unless we are issued additional shares pursuant to the LanzaJet Amended and Restated Investment Agreement upon the closing of at least two of the second tranche investments by any of Mitsui, Suncor, British Airways and Shell. The conditions for these second tranche investments include performance requirements at the Soperton facility, regulatory approvals, the negotiation of additional agreements and other conditions which are outside our control. These conditions have not been, and may never be, met. As such, we cannot guarantee when or whether we will become majority shareholders in, or exercise control over, LanzaJet at any time in the future.
In connection with the LanzaJet Investment Agreement, we entered into an intellectual property and technology license agreement (the “LanzaJet License Agreement”) with LanzaJet. Pursuant to the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to certain intellectual property related to the conversion of ethanol to fuel. This license is exclusive including as to us. With the exception of certain pre-existing SAF obligations and development projects for which we have already been granted sublicenses, we are unable to undertake new SAF production opportunities using the licensed intellectual property, or otherwise use such intellectual property for the conversion of ethanol to fuel, without the prior consent of LanzaJet while the LanzaJet License Agreement is in effect. We cannot guarantee that LanzaJet would grant such consent or otherwise agree to grant to us a license of intellectual property and our receipt thereof would depend on negotiations with our fellow shareholders of LanzaJet.
In connection with the LanzaJet ShareholderNote LoanPurchase Agreement described in more detail in the section entitled “Business — Key Collaboration Agreements — LanzaJet Agreements — LanzaJet AmendedNote andPurchase Restated Stockholders’ Agreement ,Agreement,” LanzaJet collaterally assigned its license from LanzaTech to secure the LanzaJet Freedom Pines Fuels LLC (“FPF”) shareholder debt. In the event of a default by FPF, LanzaJet shareholders could prevent LanzaJet from funding FPF to cure its default and ultimately foreclose on LanzaJet’s license.
Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies may affect ourLanzaTech’s or our industry partners’ cost structure, gross margin and ability to compete.
The production of products using our process technologies will require large volumes of waste-based feedstocks. We cannot predict the future availability of any waste-based feedstock necessary to produce products using our process technologies. The supply of waste-based feedstocks might be impacted by a wide range of factors, including increased competition, weather conditions, natural disasters, droughts, floods, changes in the waste-producing industries, the imposition or heightening of tariffs, sanctions or other economic or military measures in relation to the current conflicts in Europe and Middle-East,Middle East, or government policies and subsidies. Declines in the availability of the waste-based feedstocks used to produce products using our process technologies could cause delays or reductions in production, increases in the prices of products produced using our process technologies, and reductions in demand for products produced using our process technologies, resulting in reduced revenue for us.
Management's Discussion & Analysis (MD&A)
New heading “Reverse Stock Split and Reduction in Authorized Shares”
New heading “January 2026 Financing and Related Transactions”
New heading “LanzaJet Transaction”
New heading “Second Amendment to Note Purchase Agreement”
New heading “Strategic Outlook”
New heading “Brookfield Loan Valuation”
New heading “Series A Convertible Senior Preferred Stock – Mezzanine Equity”
New heading “PIPE Warrant – Fair Value Measurement”
Removed heading “The Business Combination”
Removed heading “Off-Balance Sheet Arrangements”
Removed heading “Convertible Note”
Largest changes
“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. …”see in full comparison
“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. …”see in full comparison
“Management continues to evaluate opportunities to preserve liquidity and align expenditures with near-term revenue priorities. The Company’s expense optimization initiatives, coupled with its project prioritization framework, are intended to improve cash efficiency and extend its operating runway. However, as discussed above and below under “Going Concern”, obtaining additional financing is essential.”see in full comparison
“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”. …”see in full comparison
“We are actively pursuing the above actions. However, because certain of the actions described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern.”see in full comparison
“Management has concluded that the financing transactions completed in 2025 and in January 2026 and our additional plans to raise additional capital, which remain subject to uncertainty, do not alleviate substantial doubt about our ability to continue as a going concern.”see in full comparison
Full comparison: every changed paragraph (112)
The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in Part II, “Item 8-Financial Results and Supplementary Data” of this Annual Report on Form 10-K. In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc. and its consolidated subsidiaries, including LanzaTech NZ, Inc. and its consolidated subsidiaries subsequent to the Business Combination and LanzaTech NZ, Inc. and its consolidated subsidiaries prior to the Business Combination.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 this Annual Report on Form 10-K.
We are a nature-based carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives. Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstock,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. Recently,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 $49.0 million and $137.7 million for the year ended December 31, 20242025 and $134.12024, million for the prior year.respectively. As of December 31, 20242025 we had an accumulated deficit of $969.6$1,018.6 million compared to an accumulated deficit of $831.9$969.6 million as of December 31, 2023.2024. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.
LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology. We are streamlining our priorities to sharpen our business focus and improve our cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.
Reverse Stock Split and Reduction in Authorized Shares
On August 15, 2025,the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to (1) decrease the par value of the Company’s common stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of common stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m. Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock and proportionately decrease the number of authorized shares of common stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m. Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”). The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025).
At the Reverse Split Effective Time, every 100 shares of the Company’s issued and outstanding common stock were automatically reclassified and combined into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments were made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards. With respect to the Company’s warrants, every 100 shares of common stock that may be purchased pursuant to the exercise of warrants prior to the Reverse Split Effective Time represent one share of common stock that may be purchased pursuant to such warrants following the Reverse Split Effective Time. Correspondingly, the exercise price per share of such warrants has been proportionately increased, such that the exercise price per share of such warrants immediately following the Reverse Stock Split is $1,150, which equals the product of 100 multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split.
The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).
Unless otherwise indicated, all common stock share and per share data for all periods presented herein have been retroactively adjusted to reflect the Reverse Stock Split and the Par Value Change.
January 2026 Financing and Related Transactions
On January 21, 2026, the Company completed a private placement of its common stock to certain existing and new institutional investors pursuant to subscription agreements, issuing 4,000,000 shares (“Subscribed Shares”) at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares to such investors (the “January 2026 Financing”). The securities were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.
On January 21, 2026, the Company filed a Second Amended and Restated Certificate of Designation for its Series A Convertible Senior Preferred Stock, which, upon the closing of the January 2026 Financing, resulted in the automatic conversion of all outstanding shares of Preferred Stock into 3,250,322 shares of common stock (the “Preferred Stock Conversion”) and eliminated the Preferred Stock’s mandatory redemption provisions.
Concurrently with the January 2026 Financing and pursuant to the Preferred Stock Purchase Agreement, the Company issued to the Preferred Stockholder the PIPE Warrant.
In connection with the foregoing, the Company and the Preferred Stockholder entered into a waiver under which the Preferred Stockholder waived the original deadline for filing a resale registration statement for the PIPE Warrant Shares and the Company agreed to file such resale registration statement within 60 business days following issuance of the PIPE Warrant Shares to the Preferred Stockholder.
LanzaJet Transaction
On February 11, 2026, LanzaTech, Inc., a wholly owned subsidiary of the Company, entered into a Series A Preferred Stock Purchase and Exchange Agreement (the “LanzaJet Series A Stock Purchase Agreement”) with LanzaJet and certain investors (the “Series A Investors”). The Series A Stock Purchase Agreement provides for (i) the issuance and sale by LanzaJet of its Series A Preferred Stock, (ii) the exchange by certain holders of LanzaJet common stock and warrants for newly created Class C common stock and corresponding warrants on a 1:1 basis, and (iii) the exchange or conversion of certain LanzaJet convertible securities into newly created preferred stock of LanzaJet (collectively, the “Series A Transaction”). The Series A Transaction may occur in one or more closings, including an initial closing that occurred effective February 11, 2026 (the “Initial Closing”).
At the Initial Closing, the Company purchased 455,522 shares of Series A Preferred Stock for an aggregate purchase price of $2.0 million and exchanged 60,316,250 shares of LanzaJet common stock for 60,316,250 shares of newly issued Class C Common Stock.
In connection with the Series A Transaction, LanzaJet filed a Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to authorize the Series A Preferred Stock and Class C Common Stock and to establish the rights and preferences of these securities. LanzaJet, the Company and certain other stockholders also entered into a Third Amended and Restated Stockholders’ Agreement, which, among other matters, updates governance, transfer and other provisions and provides the Company with the right to designate one member of the seven‑member LanzaJet board of directors so long as the Company and its affiliates beneficially own at least 5% of LanzaJet’s fully diluted common shares.
As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet decreased from approximately 53% as of December 31, 2025 to approximately 46% on a fully diluted basis as of February 11, 2026. The Company continues to account for its investment in LanzaJet under the equity method of accounting.
Second Amendment to Note Purchase Agreement
On February 11, 2026, LanzaJet Freedom Pines Fuels LLC (“FPF”) and the holders of the LanzaJet Notes entered into a Second Amendment to Note Purchase Agreement (the “Second NPA Amendment”). Among other changes, the Second NPA Amendment (i) amended the repayment terms of the LanzaJet Notes to defer the commencement of principal payments until the later of the first semi-annual payment date following the six-month anniversary of the commencement of commercial operations and June 30, 2027 and (ii) permits up to $25,000,000 in debt to rank senior in priority to the LanzaJet Notes.
Management evaluated the impact of the above transactions and determined that they represent a non‑recognized subsequent event under ASC 855. Accordingly, no adjustments have been made to the accompanying consolidated financial statements as of and for the year ended December 31, 2025.
Strategic Outlook
During 2025, LanzaTech continued implementing strategic actions designed to streamline commercialization across its operational structure, enhance capital efficiency, and accelerate deployment of its platform technology. These actions reflect a continued shift away from one-off projects and toward greater execution consistency, capital discipline, and long-term revenue generation.
Under this cohort-based operating model, commercial projects are grouped into cohorts based on their stage of maturity, financing readiness, and offtake progress. Under this model, each cohort progresses through defined development stages—from early-stage services and engineering support to equipment deployment, licensing, and ultimately recurring revenue from product sales and potential carbon credits.
This model is intended to:
• Systematically de-risk execution by applying learnings from prior deployments;
• Align resources and capital allocation around milestone-based progression; and
• Build revenue visibility as projects advance toward operations.
As of December 31, 2025, the Company has four projects in its first cohort. The lead project is nearing completion of offtake negotiations, which we expect will unlock financing capital and serve as a blueprint for future deployments. Subsequent projects in this cohort are advancing through development pipelines with staged progression aligned to regulatory approvals, customer readiness, and financing, with the earliest targeted to be in first half of 2027.
A portion of anticipated near-term revenue remains linked to projects supported directly or indirectly by U.S. government programs, including those administered by the Department of Energy (DOE). Timing of certain project milestones is dependent on government funding processes and related approvals. Any delays in government funding, including those arising from administrative delays or federal budget disruptions, could result in the postponement of grant awards or cooperative agreements and financing bottlenecks for cost-share projects reliant on DOE commitments.
Such delays could defer expected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for projects in earlier cohorts where DOE involvement plays a key role.
The Company continues to actively manage funding risk by pursuing diversified project funding sources, engaging private capital partners, and sequencing project cohorts to align with available capital. However, these efforts may not be successful, and prolonged government funding delays could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.
Looking ahead, scaling the cohort-based commercialization model remains central to the Company’s long-term strategy. Execution will depend on continued access to capital, disciplined project selection, and effective coordination across technical, regulatory, and financing workstreams.
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 April 3, 2025, our Board received a preliminary, nonbinding proposal from Carbon Direct Capital to acquire all of the outstanding shares of the Company’s common stock for $0.02 per share (the “Take-Private Proposal”). Carbon Direct Capital is the holder of the Company’s outstanding $40.2 million Convertible Note, excluding payment-in-kind interest from the issue date, which upon conversion, would entitle it to receive shares of common stock representing approximately 14.6% of our common stock based on the total number of shares of common stock of the Company outstanding on April 10, 2025 (see “—Liquidity and Capital Resources—Sources and Uses of Capital” herein). The Strategic Committee of the Board (the “Strategic Committee”) is currently reviewing, evaluating and negotiating the Take-Private Proposal in consultation with the Company’s financial advisor and legal counsel. There is no guarantee that the Take-Private Proposal will be accepted by the Strategic Committee or the Board, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all.
The Business Combination
On March 8, 2022, AMCI entered into the Merger Agreement with LanzaTech NZ, Inc. and AMCI Merger Sub, Inc. (“Merger Sub”). On February 8, 2023, Merger Sub merged with and into LanzaTech NZ, Inc. Upon consummation of the Business Combination, the separate corporate existence of Merger Sub ceased, and LanzaTech NZ, Inc. survived the Business Combination and became a wholly owned subsidiary of AMCI. In connection with the consummation of the Business Combination, the combined Company was renamed “LanzaTech Global, Inc.”
LanzaTech’s consolidated financial statements were prepared in accordance with U.S. GAAP. See Note 2 -— Summary of Significant Accounting Policies toof our consolidated financial statements for a full description of our basis of presentation.
Key Financial Metrics:
The key elements of LanzaTech’sthe Company’s performance for the years ended December 31, 20242025 and December 31, 20232024 are summarized in the tables below:
(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.
(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 revenuerevenues from collaboration agreements (exclusive of depreciation) and cost of revenuerevenues 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,compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration,Consideration (net of interest accretion reversal), change in fair value of the Convertible NoteNote, andchange associatedin transactionfair costs, transaction costs on issuancevalue of FPA,the PIPE Warrant and loss from equity method investees, net and other one-time costs related to the Business Combination and securities registration on Form S-4, our registration statement on Form S-1, and non-recurring regulatory matters.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.
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:
(1) exclusive of depreciation
Total revenue increased $6.3 million, or 12.6%, in the year ended December 31, 2025, compared to the same period in the prior year. The increase was primarily driven by $8.5 million in licensing revenue received from LanzaJet for their sublicensing of our technology. The increase was also driven by a $6.7 million increase in revenue from sales of CarbonSmart product by expanded commercialization and higher customer adoption. The increase was partially offset by a $3.8 million reduction in JDA revenue reflecting project completions and the absence of new contracts following workforce reductions. The increase was also partially offset by a $3.6 million decrease in engineering and other services revenue primarily due to the completion of projects with existing customers and a decrease in revenue from new customers.
Total revenue decreased $13.0 million, or 21%, in the year ended December 31, 2024, compared to the prior year. Engineering and other services revenue decreased by $19.4 million, mainly due to a reduction of $28.8 million in revenue from projects with existing customers, which includes a decrease of $19.6 million from three large projects. This decrease in engineering was offset by an increase from existing projects of $3.2 million and from projects with new customers of $6.2 million in 2024. The decline in revenue from engineering was offset by an increase in revenue from licensing of $7.8 million and CarbonSmart sales of $2.6 million. Revenues from Joint Development Agreements (“JDA”) and other contract research decreased by $2.2 million and $1.9 million, respectively.
Cost of revenues increased $4.6 million, or 17.6%, in the year ended December 31, 2025, compared to the same period in the prior year. The increase was primarily driven by a $6.6 million increase in costs associated with CarbonSmart product sales and a $0.6 million increase in engineering and other services, which increases were consistent with higher production and sales volumes during the period. These increases were partially offset by a $1.9 million decrease in costs related to JDAs, and a $0.8 million decrease in costs associated with other contract research activities. The change in cost composition reflects the company’s evolving business model, with a greater share of costs now attributable to product manufacturing and commercialization rather than service-based project activity.
Cost of revenue decreased $19.0 million, or 42%, in the year ended December 31, 2024, compared to the prior year, primarily due to the decrease in sales from engineering and other services, with a corresponding decrease in cost of sales of $19.9 million. Similarly, the decrease in sales of JDAs and other contract research drove a decrease of $1.2 million and $0.6 million in cost of sales, respectively. These decreases in cost of sales were offset by an increase related to CarbonSmart sales of $2.7 million.
R&D expense decreased $23.8 million, or 30.9%, in the year ended December 31, 2025, compared to the same period in the prior year. The decrease was primarily driven by an $11.2 million reduction in external R&D services expenses related to project development costs. In addition, personnel and contractor expenses declined by $7.4 million and facilities and consumables expenses decreased by $5.2 million, reflecting the impact of the Company’s cost optimization and organizational streamlining initiatives including headcount reductions implemented during the year. These reductions align with management’s ongoing focus on prioritizing core R&D programs and improving operating efficiency.
R&D expense increased $8.9 million, or 13%, in the year ended December 31, 2024, compared to the prior year, primarily due to an increase of $10.5 million in external R&D services related to project development costs that are not currently eligible for capitalization nor tied to revenue agreements. Additionally, there was an increase of $0.2 million in consumables and facilities expenses, compared to the same period last year. These increases were offset by a decrease of $1.8 million in personnel and contractors expenses related to R&D projects.
SG&A expense decreased $2.9 million, or 5.9%, in the year ended December 31, 2025, compared to the same period in the prior year. The decrease was primarily attributable to a $9.6 million reduction in personnel and contractor expenses, driven by headcount reductions during the year and a decline of $1.0 million in facilities-related expenses. The decrease was partially offset by a $7.7 million increase in professional fees associated with the Company’s restructuring efforts and initiatives to realign business priorities.
SG&A expense decreased $0.5 million, or 1%, in the year ended December 31, 2024, compared to the prior year. This was primarily due to a decrease of $0.2 million in professional fees associated with the Business Combination, a decrease of $0.2 million in personnel expenses and contractors, and a decrease of $0.5 million in bad debt expense recorded in the prior year and recovered in the current year. These decreases were offset by an increase of $0.4 million for facilities and consumable expenses compared to the prior year.
Interest income, net decreased $1.4$1.9 million in the year ended December 31, 20242025 compared to the same period in the prior year. This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.
Other expense,Income, net
Other income, net increased $59.3 million in the year ended December 31, 2025 compared to the same period in the prior year. This increase was primarily driven by a $55.7 million gain related to the change in the fair value of the convertible note (the “Convertible Note”) issued in August 2024 and converted into common stock in May 2025, a $23.2 million gain on the change in fair value of the FPA recorded in the twelve-month period ended December 31, 2024, with no change in the current period. The PIPE Warrant liability decreased in fair value by $5.7 million as it was reclassified into equity in the third quarter of 2025.
These increases were partially offset by a loss of $23.4 million due to the increase in fair value of the Brookfield Loan from February 14, 2025 through December 31, 2025 and a loss of $2.5 million due to the increase in fair value of the Brookfield SAFE.
What changed in the latest 10-Q
Risk Factors
New heading “Because our investment in SGLT represents a substantial portion of our total assets, fluctuations in the market price of SGLT’s H Shares could materially affect our financial condition and results of operations, and we may not be able to realize the carrying value of our investment.”
Largest changes
“Because our investment in SGLT represents a substantial portion of our total assets, fluctuations in the market price of SGLT’s H Shares could materially affect our financial condition and results of operations, and we may not be able to realize the carrying value of our investment.”see in full comparison
“Our pre-IPO SGLT shares are subject to a one-year transfer restriction following the June 3, 2026 listing, subject to the terms of SGLT’s governing documents and applicable law. During this period, the restriction materially limits our ability to sell or otherwise monetize the shares, including in response to a decline in SGLT’s share price or to satisfy our liquidity needs. After the restriction expires, our ability to monetize the investment may remain limited by applicable law, market conditions, trading liquidity and the size of our position. …”see in full comparison
“SGLT’s H Shares have a limited public trading history, and their market price may be volatile. …”see in full comparison
“Our commercial relationship with SGLT compounds this concentration risk because SGLT’s business is closely tied to the commercialization of our technology in China. Entities controlled by SGLT operate four commercial-scale facilities using our process technology, and SGLT licenses certain of our process technology and may sublicense that technology in China. We may derive future royalty revenue from SGLT’s sublicensing activities and also supply SGLT with materials required for our proprietary gas fermentation process and provide equipment, consulting and engineering services. …”see in full comparison
“Following the June 2026 initial public offering of Beijing Shougang LanzaTech Technology Co., Ltd. (“SGLT”), we measure our investment in SGLT at fair value based on the quoted market price of its H Shares. As of June 30, 2026, we held, through a subsidiary, 33,520,231 SGLT H Shares, representing approximately 8.38% of SGLT’s total issued share capital. Our investment had a fair value of $223.1 million and represented approximately 68.2% of our total assets as of that date. …”see in full comparison
see in full comparisonOurOtherriskthanfactorsasaredescribeddisclosedbelow,in Part I, Item 1A of our 2025 Annual Report. Therethere have been no material changes from our updates to the risk factors discussed in Part I, Item 1A. Risk Factors, of our 2025 Annual Report.
Full comparison: every changed paragraph (6)
OurOther riskthan factorsas aredescribed disclosedbelow, in Part I, Item 1A of our 2025 Annual Report. Therethere have been no material changes from our updates to the risk factors discussed in Part I, Item 1A. Risk Factors, of our 2025 Annual Report.
Because our investment in SGLT represents a substantial portion of our total assets, fluctuations in the market price of SGLT’s H Shares could materially affect our financial condition and results of operations, and we may not be able to realize the carrying value of our investment.
Following the June 2026 initial public offering of Beijing Shougang LanzaTech Technology Co., Ltd. (“SGLT”), we measure our investment in SGLT at fair value based on the quoted market price of its H Shares. As of June 30, 2026, we held, through a subsidiary, 33,520,231 SGLT H Shares, representing approximately 8.38% of SGLT’s total issued share capital. Our investment had a fair value of $223.1 million and represented approximately 68.2% of our total assets as of that date. Accordingly, even relatively modest fluctuations in SGLT’s share price could materially affect our reported assets and cause volatility in our results of operations unrelated to our operating performance.
SGLT’s H Shares have a limited public trading history, and their market price may be volatile. The market price may be affected by SGLT’s operating performance, financial condition, business prospects and management decisions; trading volume and liquidity in its H Shares; actual or anticipated sales of shares by its stockholders; general economic and market conditions; developments in the legal, regulatory, political and economic environments of the PRC and Hong Kong; fluctuations in foreign currency exchange rates; the actual or perceived performance, reliability and market acceptance of our process technology deployed by SGLT and its controlled entities; and other factors beyond our control. We do not control SGLT or its management, operations, strategic decisions, capital allocation or dividend policy.
Our commercial relationship with SGLT compounds this concentration risk because SGLT’s business is closely tied to the commercialization of our technology in China. Entities controlled by SGLT operate four commercial-scale facilities using our process technology, and SGLT licenses certain of our process technology and may sublicense that technology in China. We may derive future royalty revenue from SGLT’s sublicensing activities and also supply SGLT with materials required for our proprietary gas fermentation process and provide equipment, consulting and engineering services. Accordingly, any actual or perceived performance shortfall or other adverse development involving our technology—or any inability to deploy or operate it successfully at commercial scale—could reduce or delay potential royalty revenue, disrupt our other commercial arrangements with SGLT, depress the market price of SGLT’s H Shares and harm broader acceptance and commercialization of our technology.
Our pre-IPO SGLT shares are subject to a one-year transfer restriction following the June 3, 2026 listing, subject to the terms of SGLT’s governing documents and applicable law. During this period, the restriction materially limits our ability to sell or otherwise monetize the shares, including in response to a decline in SGLT’s share price or to satisfy our liquidity needs. After the restriction expires, our ability to monetize the investment may remain limited by applicable law, market conditions, trading liquidity and the size of our position. The quoted market price may not represent the price at which we could sell all or a substantial portion of our holdings, and any such sale, or the perception that such a sale may occur, could depress SGLT’s share price. Consequently, we may ultimately realize materially less than the value at which the investment is reported in our financial statements, which could materially adversely affect our financial condition, results of operations, liquidity and the market price of our common stock.
Management's Discussion & Analysis (MD&A)
New heading “Shougang LanzaTech Initial Public Offering”
New heading “Key Financial Metrics”
New heading “Cost of Revenue”
New heading “Research and Development”
New heading “Selling, General and Administrative Expense”
New heading “Interest income, net”
New heading “Other Income (Expense), Net”
New heading “Results of Operations — Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
Largest changes
“On January 21, 2026, the Company completed a private placement of its Common Stock, to certain existing and new institutional investors pursuant to subscription agreements, issuing 4,000,000 shares of Common Stock (the “January Subscribed Shares”) at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares to such investors in consideration for funding their purchase price no later than January 21, 2026 (the “January 2026 Financing”). Concurrently with the January 2026 Financing, the Company issued to LT Global the PIPE Warrant (as defined below). …”see in full comparison
“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. …”see in full comparison
“Results of Operations — Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
“On May 15, 2026, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with certain institutional investors (together, the “Investors”), providing for the issuance and sale by the Company of an aggregate of 2,000,000 shares of the Company’s Common Stock. Such shares were offered and sold for a per share purchase price of $10.00 for gross proceeds of $20.0 million, before deducting placement agent fees and other offering expenses. …”see in full comparison
Full comparison: every changed paragraph (77)
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 DataStatements” of this Quarterly Report, and our audited consolidated financial statements and related notes included in the Company’s 2025 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-Risk1A. Risk Factors” of the Company’s 2025 Annual Report.
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 to 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. OurWe had net lossesincome afterof tax were $14.7 million and $19.2$169.6 million for the threesix months ended MarchJune 31,30, 20262026, andprimarily 2025,as respectively.a result of fair value gain on our investment in SGLT, compared with a net loss of $(51.7) million for the six months ended 2025. As of MarchJune 31,30, 2026, we had an accumulated deficit of $1,033.2$848.9 million compared to an accumulated deficit of $1,018.6 million as of December 31, 2025. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.
On August 15, 2025, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated ArticlesCertificate of Incorporation to (1) decrease the par value of the Company’s common stock (“Common Stock”) from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of Common Stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m. Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding Common Stock and proportionately decrease the number of authorized shares of Common Stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m. Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”). The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025).
January 2026 Financing and Related Transactions
On May 10, 2026, the Company entered into a subscription agreement (“Subscription Agreement”) with LanzaTech Global SPV, LLC (“LT Global”), pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Stock (the “Subscribed Shares”) at a per share purchase price of $10.00 (the “Purchase Price”), resulting in gross proceeds to the Company of $10.0 million. The Subscription Agreement provides that each of LT Global and the Company shall have the right from time to time, upon written notice to the other, to require the issuance and purchase of additional shares of Common Stock at the Purchase Price for an aggregate purchase price of up to $20.0 million (“Full Additional Shares Amount”) at any time prior to May 13, 2027, subject to the terms and conditions set forth in the Subscription Agreement. The Subscription Agreement provided that in order for the Company to require the purchase of additional shares with a value in excess of $10.0 million, the Company must establish that it had less than $40.0 million of cash on its balance sheet as of the last day of the most recently ended calendar month (the “Cash Requirement”).
On May 15, 2026, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with certain institutional investors (together, the “Investors”), providing for the issuance and sale by the Company of an aggregate of 2,000,000 shares of the Company’s Common Stock. Such shares were offered and sold for a per share purchase price of $10.00 for gross proceeds of $20.0 million, before deducting placement agent fees and other offering expenses. Such shares were offered in a registered direct offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 and a related prospectus supplement filed with the Securities and Exchange Commission. On May 15, 2026, LT Global consented to the Offering and in connection therewith, the Company and LT Global entered into an amendment to the Subscription Agreement (the “Amendment”), which both lowered the Cash Requirement from $40.0 million to $30.0 million and provided that such Cash Requirement will apply with respect to the Full Additional Shares Amount. The Offering closed on May 18, 2026.
Shougang LanzaTech Initial Public Offering
On June 3, 2026, Beijing Shougang LanzaTech Technology Co., Ltd. (“SGLT”), a joint venture in which the Company held an approximately 9.31% equity interest, prior to the offering described below, completed its initial public offering of 40.0 million H Shares on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”).
The final offer price was priced at a U.S. dollar equivalent of approximately US$1.86 per H Share, based on the applicable exchange rate, resulting in gross proceeds to SGLT of approximately US$75.0 million, before deducting offering expenses. Based on the final offer price, upon listing SGLT had an implied market capitalization of approximately US$750.0 million. Trading of the shares commenced on the Hong Kong Stock Exchange on June 3, 2026 under the stock code “02553”.
The Company did not sell any shares in connection with the offering and did not receive any proceeds from the transaction. Following completion of the offering, the Company held, through its subsidiary, 33,520,231 H Shares of SGLT, representing approximately 8.38% of SGLT’s total issued share capital upon listing.
As a result of the offering and subsequent market-price changes through June 30, 2026, the Company recognized a fair value gain of $208.1 million on its SGLT investment. The Company’s pre-IPO SGLT shares are subject to a one-year transfer restriction following the June 3, 2026 listing, subject to the terms of SGLT’s governing documents and applicable law.
On June 23, 2026, the Company purchased 227,761 additional shares of LanzaJet Series A Preferred Stock for aggregate consideration of approximately $1.0 million pursuant to the LanzaJet Series A Stock Purchase Agreement.
As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet decreased from approximately 53.16% as of December 31, 2025 to approximately 46%46.0% on a fully diluted basis as of February 11, 2026. In March and June 2026, LanzaJet issued additional Series A Preferred Stock to a third party, reducing the Company’s ownership interest to approximately 45.7%. The Company continues to account for its investment in LanzaJet under the equity method of accounting.
During the firstsecond quarter of 2026, LanzaTech furthercontinued advancedto advance its strategic initiatives aimedfocused aton scaling commercialization, improving capital efficiency, and enhancing execution across its operating platform. These efforts continue to reflect athe deliberateCompany’s transition away from one-offpursuing projectsindividual andproject opportunities toward a morecohort-based structureddevelopment approach wheredesigned to advance multiple projects (thethrough cohort)a arestandardized managed,commercialization supported, and progressed together.framework.
Under this cohort-based operating framework, cohortmodel, projects are organizedgrouped byand stagemanaged ofbased development,on financialdevelopment stage, commercial readiness, financing progress, and progressadvancement toward securing offtake agreements. EachAs cohortprojects advancesprogress through defined developmentstages, stages—fromthe early-stageCompany servicesexpects to generate revenue opportunities through engineering and engineeringadvisory support toservices, equipment deployment, technology licensing, and ultimately recurring revenue from product salessales, andand, potentialwhere carbonapplicable, credits.carbon-related incentives.
The Company believes this approach may:
This model is intended to:
As of MarchJune 31,30, 2026, the Company iswas progressingadvancing four projects within its initial cohort,cohort applyingunder a common development framework across the portfolio.framework. While the projects share a coordinated approach, they are advancingprogressing at different speeds.rates, Thethe lead project has progressedadvanced to final offtake negotiations and is expected to servehelp asestablish a pathfinder, establishing the commercial and financing framework for thefuture broadercohort portfolio.projects. The remaining projects arecontinue advancingto inadvance parallel,through withdevelopment, developmentpermitting, timelines aligned with regulatory approvals, customer readiness,financing, and financing,commercial workstreams, with the earliest project currently targeted tofor becompletion completed in theduring first half of 2027.
Looking ahead, the Company believes successful execution of its cohort-based development model will depend on continued access to capital, achievement of key commercial milestones, customer adoption, project financing, regulatory support, and disciplined execution across technical, commercial, and operational functions.
Looking ahead, execution of the cohort-based model remains central to the Company’s long-term strategy with success dependent on sustained access to capital, disciplined project advancement, and effective coordination across technical, regulatory, and financing workstreams.
In addition to the measures presented in our consolidated financial statements, we review the following key business metrics to measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions that will impact the future operational results of LanzaTech. Increases or decreases in our key business metrics may not correspond with increases or decreases in our revenue.
The keyKey elements of the Company’s performance for the three months ended MarchJune 31,30, 2026 and 2025 are summarized in the tables below:
(1)One-time revenue includes all other revenue other than licensing and sales of microbes and media.
(2)Includes revenue from licensing and sales of microbes and media.
(3)Consists of costs of revenues from contracts with customers and grants (exclusive of depreciation), cost of revenue from collaboration agreements (exclusive of depreciation) and cost of revenue from related party transactions (exclusive of depreciation).
(4)Adjusted EBITDA, a non-GAAP financial measure, is calculated as net income (loss), excluding depreciation expense, interest income, net, stock-based compensation expense, income (loss) from equity method investees, net, unrealized gains and losses arising from the fair value remeasurement of investments, and gains and losses arising from the remeasurement, extinguishment, conversion or settlement of financial instruments, including warrant liabilities, the Brookfield SAFE liability, the Brookfield Loan liability, the Convertible Note and other similar non-cash or non-operating items. 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 a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable GAAP measure.
Key Financial Metrics
Key elements of the Company’s performance for the six months ended June 30, 2026 and 2025 are summarized in the tables below:
(4)Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss,income (loss), excluding thedepreciation impact of depreciation,expense, interest income, net, stock-based compensation expense, changeincome in(loss) from equity method investees, net, unrealized gains and losses arising from the fair value remeasurement of investments, and gains and losses arising from the remeasurement, extinguishment, conversion or settlement of financial instruments, including warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value ofliability, the Brookfield Loan liability, change in fair value of the Convertible Note,Note and lossother fromsimilar equitynon-cash methodor investees,non-operating net.items. 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 a reconciliation of Adjusted EBITDA to net loss,income (loss), its most directly comparable GAAP measure.
Results of Operations — Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
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:
(1) exclusive of depreciation
Revenue
Total revenue decreased $0.1 million, or 1%, in the three months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily attributable to a $1.0 million decline in revenue from Joint Development Agreements (“JDA”), reflecting the completion of projects with existing customers and a $0.5 million decrease in revenue from LanzaJet related to sublicensing of the Company’s technology. These decreases were partially offset by a $1.4 million increase in engineering and other services revenue, primarily due to entering new projects with customers.
Cost of Revenue
Cost of revenue increased $1.0 million, or 16%, in the three months ended June 30, 2026, compared to the same period in 2025. The increase was primarily attributable to a $1.1 million increase in engineering and other service costs associated with existing and new customers and government entities, and a $0.1 million increase in costs associated with CarbonSmart product sales. These increases were partially offset by a $0.2 million decrease in cost-of-revenue related to contract research.
Research and Development
R&D expense decreased by $13.0 million, or 87%, in the three months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily driven by an $8.2 million reduction in personnel and contractor costs supporting R&D activities, reflecting the headcount reductions implemented during the second quarter of 2025 as part of the Company’s transformation and cost optimization initiatives. In addition, external R&D services associated with project development activities that were not eligible for capitalization decreased by $3.1 million Consumables and facilities-related expenses also declined by $1.7 million, reflecting lower project activity levels and a more streamlined operating structure.
Selling, General and Administrative Expense
SG&A expense decreased by $10.4 million, or 54%, in the three months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily attributable to a $9.1 million reduction in legal fees due to lower spending on external legal services, a $0.8 million decrease in facilities-related expenses, and a $0.5 million reduction in personnel and contractor costs resulting from headcount reductions and lower compensation-related expenses. The decrease reflects the continued benefits from the Company’s transformation initiatives and ongoing focus on cost discipline.
Interest income, net
Interest income, net decreased by $0.1 million in the three months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily attributable to lower interest earned on smaller cash balances held in savings, money market, and investment accounts.
Other Income (Expense), Net
Other income (expense), net increased by $204.1 million in the three months ended June 30, 2026, compared to the same period in 2025. The increase was primarily driven by a $208.1 million non-cash unrealized gain recognized on the Company’s investment in SGLT, resulting from the remeasurement of the investment to fair value following the investee’s public listing and subsequent changes in the quoted market price during the quarter. This increase was partially offset by a $4.0 million decrease in gains recognized from changes in the fair value of the Company’s financial instruments during the three months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily attributable to gains recognized in the prior-year period associated with the Company's Convertible Note, PIPE Warrant and Preferred Stock liabilities that did not recur in the current-year period. The remaining difference was primarily attributable to foreign currency exchange rate fluctuations and other individually insignificant items.
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Results of Operations — Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Total revenue increased by $2.5 million, or 26.8%,13.3%, in the threesix months ended MarchJune 31,30, 2026, compared to the same period in the prior year. The increase was primarily driven by a $4.6$6.0 million increase in engineering and other services revenue primarilyresulting due tofrom the startcommencement of new projects with both new and existing customers. TheThis increase was partially offset by a $1.1$2.1 million reductiondecrease in JDA revenue reflecting projectthe completions.completion Theof increasecertain wascustomer also partially offset byproject, a $0.5$0.9 million decrease in revenue receivedrecognized from LanzaJet for theirLanzaJet’s sublicensing of ourthe Company’s technology, a $0.4 million decrease in revenue from contract research salesrevenue and a $0.2$0.1 million decrease in revenue from sales of CarbonSmart products.product sale revenue.
Cost of revenues increased $0.8by $1.8 million, or 10.4%,12.8%, in the threesix months ended MarchJune 31,30, 2026, compared to the same period in the prior year. The increase was primarily drivenattributable by a $1.7$2.8 million increase in costs relatedassociated towith engineering and other services revenue, which increase wasactivities, consistent with higherthe productiongrowth andin salesrelated volumesrevenue during the period. This increase was partially offset by a $0.5$0.7 million decrease in costs associated with JDAs, and a $0.3 million decrease in costs related to JDAs, a $0.4 million decrease in costs associated with other contract research activities and a $0.1 million decrease in costs associated with CarbonSmart product sales.activities. The change in cost composition reflects the Company’s evolving business model, with a greater shareproportion of costsactivity nowassociated attributablewith to product manufacturingengineering and commercialization ratherservices thanas service-basedcompared projectto activity.customer-funded development projects.
R&D expense decreased $12.5by $25.5 million, or 75.7%,81.0%, in the threesix months ended MarchJune 31,30, 2026, compared to the same period in the prior year.2025. The decrease was primarily driven by ana $11.1$17.6 million reduction in personnel and contractor expensesexpenses, reflecting the impact of the Company’s transformation, cost optimization and organizational streamlining initiatives including headcount reductions implemented during 2025. These reductionsactions were undertaken to align resources with management’sthe ongoingCompany’s focusstrategic onpriorities prioritizing core R&D programsand and improving operating efficiency. The decrease iswas also dueattributable to a $1.1$4.3 million declinereduction in external R&D services expensesassociated related towith project development costsactivities, andas well as a $0.3$3.6 million decrease in facilities and consumables expenses.
SG&A expense decreased $7.2by $17.5 million, or 45.4%,50.2%, in the threesix months ended MarchJune 31,30, 2026, compared to the same period in the prior year.2025. The decrease was primarily drivenattributable byto a $7.0$16.0 million reduction in professional fees, largely reflecting lower legal, consulting and advisory costs following the completion of the Company’s restructuring and transformation initiatives, SG&A expense also benefited from a $1.3 million decrease in professionalpersonnel feesand associatedcontractor withcosts theresulting Company’sfrom restructuringorganizational streamlining efforts and initiativeslower tocompensation-related realign business priorities.expenses.
Interest income, net decreased $0.3by $0.4 million in the threesix months ended MarchJune 31,30, 2026 compared to the same period in the prior year. This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.
Other income (expense), net increased by $185.8 million in the six months ended June 30, 2026, compared to the same period in 2025. The increase was primarily driven by a $208.1 million non-cash unrealized gain recognized on the Company’s investment in SGLT resulting from the remeasurement of the investment to fair value following the investee’s public listing and subsequent changes in the quoted market price during the period.
The increase was partially offset by a $22.3 million decrease in gains recognized from changes in the fair value of the Company’s financial instruments during the six months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily attributable to a $43.8 million fair value gain recognized on the Convertible Note during the prior-year period prior to its conversion into common stock in May 2025, partially offset by the absence of a $19.6 million loss recognized during the prior-year period related to the extinguishment of the Brookfield SAFE liability. The remaining difference was primarily attributable to changes in the fair value of other financial instruments and foreign currency exchange rate fluctuations.
Other income (expense), net in the three months ended March 31, 2026 was expense of $0.4 million compared to income of $17.9 million in the same period in the prior year. The expense in 2026 was driven by the impact of foreign exchange fluctuations and a $0.1 million fair value gain on our Brookfield Loan. The net income in 2025 was driven primarily by a $34.3 million fair value gain on our convertible note issued in August 2024 and converted into Common Stock in May 2025 and $3.0 million fair value gain on our warrants. This gain was partially offset by an $11.2 million fair value loss on our Brookfield Loan, $6.2 million loss on the extinguishment of our Brookfield Safe Loan, and $1.9 million fair value loss on our Brookfield Safe Loan.
The following table shows the balances of our cash, cash equivalents and restricted cash as of MarchJune 31,30, 2026 and December 31, 2025:
As of MarchJune 31,30, 2026, compared to December 31, 2025, LanzaTech’s cash, cash equivalents, and restricted cash increased by $6.7$31.9 million, or 39.4%,186.8%, primarily due to $20$30.0 million of proceeds from issuing Common Stock, partially offset by losses from operations and the $2$1.0 million purchase of LanzaJet Series A Preferred Stock.
As of MarchJune 31,30, 2026, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), and the Brookfield Loan. We are not subject to any externally imposed capital requirements. As of MarchJune 31,30, 2026, our outstanding debt comprised the Brookfield Loan, which is classified as a liability for accounting purposes, on our consolidated balance sheets as of MarchJune 31,30, 2026. For a description of this investment see Note 6 – Brookfield Investments.Instruments.
The Company has incurred recurring net losses and anticipates continuing to incur losses. The Company had cash and cash equivalents of $19.9$45.0 million and an accumulated deficit of $(1,033.2848.9) million as of MarchJune 31,30, 2026, along with cash outflows from operations of $(9.310.7) million and net lossincome of $(14.7)$169.6 million for the threesix months ended MarchJune 31,30, 2026. The net income primarily reflects the $208.1 million fair value gain on the Company’s SGLT investment. The Company has historically funded its operations through the Business Combination, issuances of equity securities, and debt financing, as well as from revenue generating activities with commercial and governmental entities.
On May 10, 2026, the Company entered into a subscription agreement with LT Global, pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Stock at a per share purchase price of $10.00, resulting in gross proceeds to the Company of $10.0 million.
LNZA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding LNZA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 194,460 | $1.3M | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 52,131 | $355.5K | 0.0% | New position |