# LanzaTech Global, Inc.: Form 10-Q for the period ended Sep 30, 2024

- Company: [LanzaTech Global, Inc.](/companies/lnza.md) (CIK 1843724)
- Form: 10-Q
- Filed: 2024-11-08
- Accepted by EDGAR: Nov 8, 2024, 13:29 ET
- Period: 2024-09-30
- Accession: 0001628280-24-046524
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1843724/000162828024046524/lnza-20240930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1843724/000162828024046524/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-07-01 to 2024-09-30 | $9.9m | us-gaap:Revenues |
| Revenue | 9 months, 2024-01-01 to 2024-09-30 | $37.6m | us-gaap:Revenues |
| Research and development | 3 months, 2024-07-01 to 2024-09-30 | $22.0m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2024-01-01 to 2024-09-30 | $60.5m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2024-07-01 to 2024-09-30 | $11.5m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2024-01-01 to 2024-09-30 | $34.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-07-01 to 2024-09-30 | −$33.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2024-01-01 to 2024-09-30 | −$81.9m | us-gaap:OperatingIncomeLoss |
| Income tax | 9 months, 2024-01-01 to 2024-09-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-07-01 to 2024-09-30 | −$57.4m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2024-01-01 to 2024-09-30 | −$110.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | −$0.29 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-01-01 to 2024-09-30 | −$0.56 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | −$0.29 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-01-01 to 2024-09-30 | −$0.56 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 197,773,376 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-01-01 to 2024-09-30 | 197,499,156 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-01-01 to 2024-09-30 | −$69.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2024-01-01 to 2024-09-30 | $3.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-09-30 | $58.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-09-30 | $136.6m | us-gaap:AssetsCurrent |
| Total assets | at 2024-09-30 | $216.2m | us-gaap:Assets |
| Current liabilities | at 2024-09-30 | $46.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-09-30 | $202.6m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-09-30 | $13.6m | us-gaap:StockholdersEquity |
| Shares outstanding | at 2024-09-30 | 197,782,055 shares | dei:EntityCommonStockSharesOutstanding |

## Management's discussion and analysis

As filed, 59,312 characters.

*The following discussion and analysis should be read in conjunction with our interim condensed consolidated financial statements and the related notes included in Part I, Item 1 of this Quarterly Report, and our audited consolidated financial statements and related notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission on February 29, 2024. This discussion and analysis may contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions, including, but not limited to, risks and uncertainties discussed under the heading ‘Cautionary Note on Forward-Looking Statements,’ and in Part II, Item IA “Risk Factors” in this Quarterly Report and in Part I, Item 1A “Risk Factors” included in our 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. References to “AMCI” refer to AMCI Acquisition Corp. II prior to the Business Combination.*

### Overview

We are a nature-based carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives. Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstock, 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 been developing the capabilities to produce single cell protein as a primary product from our gas fermentation platform.

LanzaTech primarily 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 evolving 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 five more plants between 2021 and 2023 - three in China, one in India, and one in Belgium with others currently in 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, 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 $(57.4) million for the three months ended September 30, 2024 and $(25.3) million for the same period in 2023. As of September 30, 2024 we had accumulated deficit of $(942.6) million compared to an accumulated deficit of $(831.9) million as of December 31, 2023. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.

Near-term, we expect engineering services, including equipment packages associated with the construction of several projects that use our technology, sale of CarbonSmart products, and project development services to drive higher revenues.

### 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.”.

### Basis of Presentation

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

### Key Operational and Business Metrics

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

### Key Financial Metrics:

The key elements of LanzaTech’s performance for the three months ended September 30, 2024 and September 30, 2023 are summarized in the tables below:

*(In thousands, except for percentages)*

| GAAP Measures: | Three Months Ended September 30, 2024 | 2023 | Change 2024 vs. 2023 |  |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $9,943 | $19,605 | $(9,662) | (49)% |
| Net Loss | (57,431) | (25,326) | (32,105) | 127% |
| **Key Performance Indicators:** |  |  |  |  |
| One-Time Revenue | 8,414 | 18,075 | (9,661) | (53)% |
| Recurring Revenue (1) | 1,529 | 1,530 | (1) | —% |
| Total Revenue | $9,943 | $19,605 | $(9,662) | (49)% |
| Cost of Revenues (ex. Depreciation) (2) | (8,141) | (14,371) | 6,230 | (43)% |
| Selling, general & administrative | (11,452) | (11,808) | 356 | (3)% |
| Adjusted EBITDA (3) | $(27,081) | $(19,062) | $(8,019) | 42% |

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

(2) 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).

(3) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation, change in fair value of warrant liabilities, change in fair value of SAFE liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note and associated transaction costs, transaction costs on issuance of FPA, loss from equity method investees, net and other one-time costs related to the Business Combination and securities registration on Form S-4, our registration statement on Form S-1, and non-recurring regulatory matters. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with US GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with US GAAP. See “Non-GAAP Financial Measures” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable US GAAP measure.

### Key Financial Metrics:

The key elements of LanzaTech’s performance for the nine months ended September 30, 2024 and September 30, 2023 are summarized in the tables below:

*(In thousands, except for percentages)*

| GAAP Measures: | Nine Months Ended September 30, 2024 | 2023 | Change 2024 vs. 2023 |  |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $37,562 | 42,168 | $(4,606) | (11)% |
| Net Loss | (110,738) | $(115,424) | 4,686 | (4)% |
| **Key Performance Indicators:** |  |  |  |  |
| One-Time Revenue | 26,931 | 38,406 | (11,475) | (30)% |
| Recurring Revenue (1) | 10,631 | 3,762 | 6,869 | 183% |
| Total Revenue | $37,562 | 42,168 | $(4,606) | (11)% |
| Cost of Revenues (ex. Depreciation) (2) | (20,402) | (32,988) | 12,586 | (38)% |
| Selling, general & administrative | (34,236) | (41,095) | 6,859 | (17)% |
| Adjusted EBITDA (3) | $(66,981) | (66,398) | $(583) | 1% |

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

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

(3) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation, change in fair value of warrant liabilities, change in fair value of SAFE liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note and associated transaction costs, transaction costs on issuance of FPA, loss from equity method investees, net and other one-time costs related to the Business Combination and securities registration on Form S-4, our registration statement on Form S-1, and non-recurring regulatory matters. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with US GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with US GAAP. See “*Non-GAAP Financial Measures”* for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable US GAAP measure.

### Key Non-Financial Metrics:

*(in thousands of tonnes per annum)*

|  |  |
| --- | ---: |
| **Capacity as of September 30, 2023** | 244 |
| Additions | 64 |
| **Capacity as of September 30, 2024** | 308 |

Capacity based on LanzaTech’s technology includes capacity by customers and our cost method investee, is one of the key drivers for the Company's licensing revenues given that they are usually contracted on a percentage-of-revenue, a dollars-per-tonne, or fixed-consideration basis.

### Components of Operating Results

While we have offerings in multiple market segments and operate in multiple countries, we operate and manage our business as one reportable operating segment. Nearly all of our service offerings are delivered and supported on a global basis. Additionally, most of our service offerings are deployed in a similar way, and we evaluate our financial information and resources and assess the performance of these resources on a consolidated basis.

### Revenues

We earn revenue through engineering and other services contracts, U.S. and foreign government contracts, joint development agreements, and licensing agreements, which, together, represent a single operating segment. Revenues can be viewed as a combination of the following:

- Biorefining which includes feasibility studies and engineering services for basic design, procurement and construction of commercial plants utilizing our technologies, and licensing of intellectual property and software when customers deploy our biorefining technology;
- Joint development and research services related to novel technologies and the development of biocatalysts; and
- Sale of CarbonSmart products to customers.

Revenue is measured based on the consideration specified in customer contracts and excludes amounts collected on behalf of third parties.

#### Biorefining

We provide feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize our technologies, along with the sale of equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the cost-to-cost input method for certain engineering services or the percentage of completion method in accordance with Accounting Standards Codification (“ASC”) 606, *Revenue from Contracts with Customers (“*ASC 606”). Revenue for the sale of microbes and media is recognized at a point in time, depending on when control transfers to the customer.

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

#### Joint Development and Contract Research

We perform R&D services related to novel technologies and the development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. We engage in two main types of R&D services – joint development agreements, and other contract research, including projects with the U.S. Department of Energy. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when payments are contingent upon the achievement of such milestones, or based on stage of contract or phase completion when enforceable rights to payment exist. When no milestones or stages are clearly defined, management has determined that the cost incurred, input method, is an appropriate measure of progress toward complete satisfaction of the performance obligations under ASC 606 and estimates its variable consideration under the expected value method.

Revenue is not recognized in advance of customer acceptance of a milestone, when such acceptance is contractually required. Payments for R&D services with no contractual payments are not due from customers until a technical report is submitted; therefore, a contract asset is recognized at milestone completion but prior to the submission of a technical report. The contract asset represents the Company’s right to consideration for the services performed at milestone completion. Occasionally, customers provide payments in advance of us providing services which creates a contract liability for the Company. The contract liability represents our obligation to provide services to a customer.

#### CarbonSmart

We sell CarbonSmart products and intermediaries directly to customers, that derive from the ethanol we purchased from our licensed plants using the Company's proprietary technologies. Revenue is recognized at a point in time when control transfers to the customer, which varies depending on the shipping terms. We generally act as the principal in such transactions and accordingly, recognize revenue and cost of revenues on a gross basis.

### Cost of Revenues

Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits. They also include R&D costs associated with external projects, engineering, and other direct costs of services that are related to revenue agreements with customers, grantors, related parties, and collaborative partners, and represent costs of revenue.

### Research and Development Expenses

R&D costs associated with internal R&D projects consist of personnel costs, external services, materials and supplies as well as various laboratory activities. Indirect R&D costs include depreciation and other indirect overhead expenses. We expect our R&D activities to increase in the future as revenue grows but decrease as a percentage of our overall cost structure.

### Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") consist primarily of personnel costs, costs of general corporate development activities, travel-related expenses, and other indirect overhead costs.

Our general and administrative expenses consist primarily of personnel costs for our executive, finance, corporate and other administrative functions, intellectual property and patent costs, facilities and other allocated expenses, other expenses for outside professional services, including legal, human resources, audit and accounting services, and insurance costs. Our general and administrative expenses were higher in the first quarter of 2023 as a result of becoming a public company, including additional costs relating to compliance with the rules and regulations of the SEC and stock exchange rules, legal and audit services, additional insurance, investor relations activities, and other administrative and professional services. The costs have started to stabilize, but we expect them to remain at higher levels than they were prior to the Business Combination. We also expect our intellectual property expenses to increase as we expand and increase protection of our intellectual property portfolio.

### Other Expense, Net

Other expense, net relates to miscellaneous other income and expenses and foreign currency gains and losses. These items include the mark-to-market adjustments on all liability classified warrants, the FPA Put Option liability, the Fixed Maturity Consideration, Convertible Note, and SAFE liabilities. Interest income, net consists of income earned from our cash, cash equivalents and debt security investments. Our interest income has increased following the completion of the Business Combination as we invested the net proceeds in a variety of capital preservation financial instruments, including short-term, investment-grade, interest-bearing obligations of the U.S. government and its agencies.

### Loss (Gain) from Equity Investees, Net

We hold interests in LanzaJet located in the United States, and the Shougang Joint Venture (SGLT) located in China which we have determined to be variable interest entities (“*VIEs”*) for which it has been determined we are not the primary beneficiary. Our variable interests primarily relate to entities in which we have a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they do not empower us to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance, therefore LanzaTech has determined it is not the primary beneficiary and does not currently consolidate these VIEs.

The Company currently has a license agreement with SGLT and a letter agreement with SGLT and Sinopec Capital Co., Ltd related to the use of our intellectual property and potential collaborations. These agreements do not provide LanzaTech with the power to direct the activities that are most significant to the economic performance of these entities.

Through our holdings in LanzaJet, our representation on the board of directors and participation in the policy-making process, as well as the material intra-entity transactions, we have determined that we can exercise significant influence over the activities of LanzaJet. Our interest in LanzaJet is accounted for under the equity method of accounting, with income (loss) from equity method investees, net recognized in our consolidated statements of operations and comprehensive loss and equity method investments recognized on our consolidated balance sheets.

### Income Tax

Current and deferred taxes are calculated based on tax rates enacted or substantively enacted at the reporting date and are recognized in profit or loss except when the tax relates to items charged or credited to other comprehensive income, in which case the tax is also recognized in other comprehensive income. Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets including those relating to temporary differences, net operating loss carryforwards and tax credit carryforwards, are only recognized to the extent it is more likely than not that future taxable income will be available to utilize the temporary differences and carryforwards. Our net operating loss carryforwards are subject to shareholder continuity rules, and may be impacted by future fundraising activities.

We maintain a valuation allowance against the full value of our net deferred tax assets because management believes the recoverability of the tax assets is not more likely than not.

### Results of Operations — Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

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

*(In thousands, except for per share amounts)*

|  | Three Months Ended September 30, 2024 | 2023 | Change 2024 vs. 2023 |  |
| --- | ---: | ---: | ---: | ---: |
| Total revenue | $9,943 | $19,605 | $(9,662) | (49)% |
| Cost of revenue (exclusive of depreciation shown below) | (8,141) | (14,371) | 6,230 | (43)% |
| **Operating expenses:** |  |  |  |  |
| Research and development | (22,006) | (16,645) | (5,361) | 32% |
| Depreciation expense | (1,301) | (1,376) | 75 | (5)% |
| Selling, general and administrative expense | (11,452) | (11,808) | 356 | (3)% |
| **Total operating expenses** | **(34,759)** | **(29,829)** | **(4,930)** | **17%** |
| Loss from operations | (32,957) | (24,595) | (8,362) | 34% |
| Interest income, net | 791 | 1,249 | (458) | (37)% |
| Other expense, net | (19,730) | (1,517) | (18,213) | 1201% |
| Total other expense, net | (18,939) | (268) | (18,671) | N/M |
| **Loss before income taxes** | **(51,896)** | **(24,863)** | **(27,033)** | **109%** |
| Loss from equity method investees, net | (5,535) | (463) | (5,072) | 1095% |
| **Net loss** | **$(57,431)** | **$(25,326)** | **$(32,105)** | **127%** |
| Other comprehensive loss: |  |  |  |  |
| Foreign currency translation adjustments | (48) | (1,001) | 953 | 95% |
| **Comprehensive loss** | **$(57,479)** | **$(26,327)** | **$(31,152)** | **118%** |
| Net loss per share - basic and diluted | $(0.29) | $(0.13) |  |  |
| Weighted-average number of common shares outstanding - basic and diluted | 197,773,376 | 195,869,537 |  |  |

### Revenue

Total revenue decreased $(9.7) million, or (49)%, in the three months ended September 30, 2024, compared to the same period in 2023. The decline was primarily driven by $(6.1) million decrease in revenue from engineering and other services contracts with existing customers and government entities whose projects reached completion of their current development phase. Revenue also decreased $(2.1) million in other contract research and $(1.0) million in joint development due to the completion of existing contracts. Licensing decreased by $(0.4) million and CarbonSmart revenue slightly decreased by $(0.1) million.

### Cost of Revenue

Cost of revenue decreased $(6.2) million, or (43)%, in the three months ended September 30, 2024, compared to the same period in 2023. This decrease is primarily driven by the cost of sales for engineering and other services which decreased $(5.1) million for contracts with existing customers and government entities. Cost of sales also decreased $(1.0) million million for other contract research and $(0.4) million for joint development arrangements. This decrease was offset by costs of sales for CarbonSmart products that increased $0.3 million.

### Research and Development

R&D expense increased $5.4 million, or 32%, in the three months ended September 30, 2024 compared to the same period in 2023, primarily due to an increase of $4.9 million in R&D services related to project development costs that are not currently eligible for capitalization or for which we do not have a customer as of September 30, 2024. The increase is also due to $0.5 million in personnel and contractors expenses related to R&D projects. Consumables and facilities expenses were similar compared to the same period last year.

### Selling, General and Administrative Expense

SG&A expense decreased $(0.4) million, or (3)%, in the three months ended September 30, 2024 compared to the same period in 2023. This was primarily due to decrease in professional services fees of $(1.0) million. This decrease was offset by an increase of $0.4 million in personnel expenses and contractors to support growth, an increase of $0.1 million for facilities and consumable expenses and $0.1 million increase in bad debt expense.

### Interest income, net

Interest income, net decreased $(0.5) million in the three months ended September 30, 2024 compared to the same period in 2023. The decrease is primarily attributable to lower interest earned on smaller cash balances held in savings, money market, and investment accounts.

### Other Expense, Net

Other expense, net increased $18.2 million in the three months ended September 30, 2024, compared to the same period in 2023, which is due to the overall net loss on changes in the fair value of our financial instruments, and specifically, the increase in fair value of the Convertible Note of $21.5 million caused by the decrease in the assumed conversion price during the three months ended September 30, 2024 .

### Results of Operations — Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

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

*(In thousands, except for per share amounts)*

|  | Nine Months Ended September 30, 2024 | 2023 | Change 2024 vs. 2023 |  |
| --- | ---: | ---: | ---: | ---: |
| Total revenue | $37,562 | $42,168 | $(4,606) | (11)% |
| Cost of revenues (exclusive of depreciation shown below) | (20,402) | (32,988) | 12,586 | (38)% |
| **Operating expenses:** |  |  |  |  |
| Research and development | (60,548) | (51,839) | (8,709) | 17% |
| Depreciation expense | (4,289) | (3,981) | (308) | 8% |
| Selling, general and administrative expense | (34,236) | (41,095) | 6,859 | (17)% |
| **Total operating expenses** | **(99,073)** | **(96,915)** | **(2,158)** | **2%** |
| Loss from operations | (81,913) | (87,735) | 5,822 | (7)% |
| Interest income, net | 2,452 | 3,164 | (712) | (23)% |
| Other expense, net | (23,342) | (29,912) | 6,570 | (22)% |
| Total other expense, net | (20,890) | (26,748) | 5,858 | N/M |
| **Loss before income taxes** | **(102,803)** | **$(114,483)** | **11,680** | **(10)%** |
| Loss from equity method investees, net | (7,935) | (941) | (6,994) | 743% |
| **Net loss** | **$(110,738)** | **$(115,424)** | **$4,686** | **(4)%** |
| Other comprehensive loss: |  |  |  |  |
| Foreign currency translation adjustments | (198) | (954) | 756 | 79% |
| **Comprehensive loss** | **$(110,936)** | **$(116,378)** | **$5,442** | **(5)%** |
| Net loss per share - basic and diluted | $(0.56) | (0.70) |  |  |
| Weighted-average number of common shares outstanding - basic and diluted | 197,499,156 | 169,797,443 |  |  |

### Revenue

Total revenue decreased $(4.6) million, or (11)%, in the nine months ended September 30, 2024, compared to the same period in 2023. The decline was primarily driven by a $(11.1) million decrease in revenue from engineering and other services from contracts with existing customers and government entities whose projects reached completion of their current development phase. Revenue from other contract research also decreased $(1.6) million. These decreases were partially offset by an increase of $7.3 million in revenue from licensing, an increase of $0.7 million in CarbonSmart revenue and an increase of $0.1 million in revenue from joint development arrangements.

### Cost of Revenues

Cost of revenue decreased $(12.6) million, or (38)%, in the nine months ended September 30, 2024, compared to the same period in 2023. Cost of sales for engineering and other services decreased $(12.7) million for contracts with existing customers and government entities and $(0.7) million for joint development agreements, partially offset by $1.2 million increase in cost of revenue for CarbonSmart products and $(0.4) million increase in cost of sales for other contract research.

### Research and Development

R&D expense increased $8.7 million, or 17%, in the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to an increase of $9.1 million in external R&D services related to project development costs that are not currently eligible for capitalization nor tied to revenue agreements, and an increase of $0.8 million in facilities and consumables expenses. Personnel and contractors expenses related to R&D projects decreased by $(1.2) million, mainly due to lower stock compensation expense, compared to the same period last year.

### Selling, General and Administrative Expense

SG&A expense decreased $(6.9) million, or (17)%, in the nine months ended September 30, 2024, compared to the same period in 2023. This was primarily due to a decrease of $(4.1) million in professional fees associated with the Business Combination, as well as $(1.4) million in lower stock compensation and one-time expenses, compared to the same period last year. The decrease was also attributable to $(1.4) million in bad debt expense recorded in the comparative period and recovered in the current period. Consumables and facilities expenses were similar compared to the same period last year.

### Interest income, net

Interest income, net decreased $(0.7) million in the nine months ended September 30, 2024 compared to the same period in 2023. This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.

### Other Expense, Net

Other expense, net decreased $6.6 million, in the nine months ended September 30, 2024 compared to the same period in 2023, due to a lower net loss from the change in fair value of our financial instruments in the nine months ended September 30, 2024, compared to the same period in 2023, including the Convertible Note’s increase in fair value caused by the decrease in the assumed conversion price. In the nine months ended September 30, 2023, the higher net loss from the change in fair value of our financial instruments was primarily due to the FPA’s increase in fair value.

### Liquidity and Capital Resources

### Cash and Cash Equivalents

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

The following table shows the balances of our cash, cash equivalents and restricted cash as of September 30, 2024 and December 31, 2023:

*(In thousands, except for percentages)*

|  | As of September 30, 2024 | December 31, 2023 | Change 2024 vs. 2023 |  |
| --- | ---: | ---: | ---: | ---: |
| Total cash, cash equivalents, and restricted cash | $60,967 | $76,284 | $(15,317) | (20)% |

As of September 30, 2024, compared to December 31, 2023, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $(15.3) million, or (20)%, primarily due to funding the net loss adjusted for non-cash charges (see cash flow section below) and purchases of property, plant and equipment. The decrease was offset by the proceeds from the maturity of certain debt securities and the issuance of the Convertible Note.

### Debt Security Investments

Debt security investments comprise mainly held-to-maturity U.S. Treasury and high quality corporate securities that the Company has both the ability and intent to hold to maturity. These securities all mature within one year and will provide additional liquidity upon maturity. As of September 30, 2024, held-to-maturity security investments totaled $28.1 million, compared to $45.2 million as of December 31, 2023.

### Sources and Uses of Capital

Since inception, we have financed our operations primarily through equity and debt financing.

Our ability to successfully develop products and expand our business depends on many factors, including our ability to meet working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations. We manage our capital to ensure that LanzaTech can continue as a going concern while maximizing the return to stakeholders through the optimization of debt and equity balances.

As of September 30, 2024, our capital structure consists of equity (comprising issued capital, and accumulated deficit), the Brookfield SAFE and the Convertible Note. We are not subject to any externally imposed capital requirements.

On October 2, 2022, LanzaTech entered into the Brookfield SAFE with Brookfield and received a cash payment of $50.0 million as the Initial Purchase Amount. In exchange, the Company granted to Brookfield the right to receive certain shares of the Company's common stock. Following the closing of the Business Combination, Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of common stock.

LanzaTech’s outstanding debt comprises the Convertible Note, the Brookfield SAFE, the FPA Put Option Liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on its condensed consolidated balance sheets as of September 30, 2024.

On May 1, 2023, LanzaTech purchased $5.5 million of Subordinated Secured Notes in a funding round for LanzaJet's subsidiary Freedom Pines Fuels LLC. The Subordinated Secured Notes are secured by a security interest over the intellectual property owned or in-licensed by LanzaJet. LanzaJet provides a guarantee that the proceeds are being used for any costs and expenses required to complete the initial facility and achieve commercial operation.

On February 3, 2023, LanzaTech, AMCI and ACM executed a Forward Purchase Agreement (the “FPA”). On the same date, ACM partially assigned its rights under the FPA to Vellar. ACM and Vellar are together referred to as the “Purchasers”. Pursuant to the FPA, the Purchasers obtained 5,916,514 shares of common stock on the open market for approximately $10.16 per share (“Redemption Price”), and the purchase price of $60.1 million was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the FPA redemption 3 years from the date of the Business Combination (the “FPA Maturity Date”). The FPA Maturity Date may be accelerated, at the Purchasers’ discretion, if the Company’s volume-weighted average share price is below $3.00 per share for any 50 trading days during a 60 day consecutive trading-day period (the “VWAP Condition”) or if the Company is delisted. The Purchasers have the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”). For those shares early terminated (the “Terminated Shares”), the Purchasers will owe the Company an amount equal to the Terminated Shares times the Redemption Price, which may be reduced in the case of certain dilutive events (“Reset Price”).

At the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”), which under the FPA is payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over the 30 scheduled trading days ending on the FPA Maturity Date. In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5.1 million (the “Share Consideration”), which under the FPA is payable in cash. However, at the time, the Company may not have sufficient funds or be able to obtain financing from third parties to pay such amounts. The Company also may not have sufficient shares authorized to pay the Maturity Consideration in shares. Breach by the Company of any of these obligations could constitute an event of default under the FPA, which could subject the Company to financial exposure thereunder (including arising from potential indemnification claims by a Purchaser). In addition, future debt or other contractual agreements may contain cross-default or cross-acceleration provisions that could be triggered if we default on our obligations to the Purchasers. Any or all of these consequences could have material adverse impact on us.

In relation to the FPA, the Company’s volume-weighted average share price was below $3.00 per share for 50 trading days during the 60 day consecutive trading period ended on July 1, 2024 (satisfying the VWAP Condition). On July 22, 2024, Vellar notified the Company of the satisfaction of the VWAP Condition, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,990,000 common shares) to July 22, 2024. Vellar asserts that it is entitled to: (i) Maturity Consideration of $7.5 million (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated FPA Maturity Date of July 22, 2024 of $1.91 per share) and (ii) Share Consideration of approximately $2.5 million, payable in cash, each due and payable on July 24, 2024. On July 25, 2024, the Company received a notice from Vellar pursuant to the FPA, stating that the Company is in default of its payment obligations. On July 30, 2024, the Company received a notice of an event of default under the FPA from Vellar that (i) designated such date as the early termination date of the FPA and (ii) purports to result in an early termination cash payment of approximately $4.2 million becoming due to Vellar (equating to the sum of the Maturity Consideration and the Share Consideration minus the VWAP Price (as defined in the FPA) (as of July 29, 2024) of Vellar’s portion of the Recycled Shares) (see Part II – Item 1. Legal Proceedings). Refer to *Note 10 - Forward Purchase Agreement.*

On October 4, 2024, ACM delivered to the Company notice of satisfaction of the VAP Condition which accelerated the FPA MAturity Date with respect to ACM’s portion of the FPA. On October 15, 2024 and October 21, 2024, the Company paid in cash to ACM $2.5 million in Share Consideration and $7.5 million in Maturity Consideration respectively, and ACM subsequently returned its Recycled Shares to the Company. As a result, the Company’s and ACM’s obligations under the FPA have been fully satisfied

On May 9, 2024, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) and a Terms Agreement (the “Terms Agreement” and, together with the Sales Agreement, the “ATM Agreements”) with B. Riley Securities, Inc. (“B. Riley Securities”), pursuant to which the Company may, from time to time, offer and sell through or to B. Riley Securities, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of up to $100 million. The shares will be offered through or to B. Riley Securities, acting as agent in connection with agency transactions or as principal in connection with any principal transactions. Pursuant to the Terms Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion, for as long as the Sales Agreement remains effective, to direct B. Riley Securities on any trading day to act on a principal basis and purchase up to the maximum of the lesser of a) 50% of the prior daily trading volume, or b) approximately $0.2 million per day as long as the closing price on the day prior exceeds $1, and approximately up to $0.9 million per week, and up to $40 million per twelve-month period, subject to any applicable limitations pursuant to the rules and regulations of The Nasdaq Stock Market, LLC (the aggregate amount so purchased by B. Riley Securities under the Terms Agreement, the “Commitment”), which Commitment will be included within the aggregate offering price of up to $100 million of Common Stock sold pursuant to the ATM Agreements; provided, however, that only one principal sale may be requested per day unless otherwise agreed to by B. Riley Securities.

On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with an accredited investor (the “Investor”) pursuant to which the Company agreed to sell and issue to the Investor and other purchasers in a private placement transaction (the “Private Placement”) in one or more closings up to an aggregate principal amount of $150 million of convertible notes. As of August 6, 2024, we issued and sold $40.2 million of convertible notes to the Investor pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”). The gross proceeds from the initial closing are approximately $40 million, before deducting estimated offering expenses.

The Convertible Note bears interest at a fixed rate of 8.00% per annum, which interest will be added to the outstanding principal amount of the Convertible Note on the last day of the applicable interest period (beginning on the date of issuance of the Convertible Note and ending on and including the earlier of (x) the anniversary date of such issuance and (y) the maturity date, the “Interest Period”); provided, however, that the Company is permitted to pay all interest payable during an Interest Period in cash upon prior written notice to the Convertible Note holder.

The Convertible Note will mature on August 6, 2029 (the “Maturity Date”), unless earlier redeemed or converted in accordance with their terms. The Convertible Note is subject to mandatory conversion for shares of the Company’s common stock, par value $0.0001 per share, upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that results in the Company receiving minimum gross proceeds in an amount that is equal to the greater of (i) $40 million and (ii) 50% of the total principal amount under the outstanding convertible notes immediately following the final closing under the Convertible Note Purchase Agreement (a “Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price per share in the Qualified Equity Financing, less a 10% discount and (ii) the Valuation Cap (as defined below). The Convertible Note is convertible at the option of the holders upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that does not meet the definition of a Qualified Equity Financing (a “Non-Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price in the Non-Qualified Equity Financing and (ii) the Valuation Cap. The Convertible Noteis also convertible at the option of the holders any time prior to the Maturity Date at a conversion price equal to the Valuation Cap. The “Valuation Cap” $1.25 per share), and (ii) with respect to a Convertible Note issued at any closing subsequent to the initial closing under the Convertible Note Purchase Agreement, the price per share equal to the *greater* of (a) $1.56 and (b) the closing price per share of the Company’s common stock on the date prior to such closing. The Valuation Cap is subject to adjustment based on the Company’s holdings in LanzaJet, and the conversion price in all cases is subject to adjustment for stock splits, reclassifications, redesignations, subdivisions, recapitalizations, and dividends. As of the date of this filing no Qualified Equity Financing nor Non-Qualifying Financing events have occurred.

The Convertible Note may not be prepaid or redeemed by the Company, either in whole or in part, without the consent of the holder , provided that the Company may redeem and the Convertible Note without such consent (i) until August 6, 2025, in an amount equal to one and one half times the redeemed principal amount thereof; (ii) between August 7, 2025 and August 6, 2027, in an amount equal to two times the redeemed principal amount; and (iii) after August 6, 2027, in an amount equal to three times the redeemed principal amount; in all such cases, any and all accrued and unpaid interest to have been repaid in connection with the redemption.

We continue to seek additional financing under the Convertible Note Purchase Agreement from certain institutional accredited investors with whom we have a preexisting substantive relationship. We currently have no commitments from any such investors to participate in the convertible note financing or any other financing. There can be no assurance that we will be successful in our effort to secure additional financing in amounts and on terms acceptable to us.

The accompanying unaudited financial statements have been prepared assuming we will continue as a going concern. However, near-term, we expect to continue to generate operating losses and to have net cash outflows from operating activities.

We believe our existing cash and cash equivalents will be sufficient to fund our operations for the next 12 months from the date of this Quarterly Report. However, our liquidity assumptions may prove to be incorrect, and we could utilize our available financial resources sooner than we currently expect, including within the next 12 months. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in Part I, Item 1A of our Annual Report on Form 10-K under “Risk Factors” and in Part II, Item 1A of this Quarterly Report. In addition, we from time to time, evaluate financing alternatives to enhance the Company’s liquidity position, including the sale of securities, the incurrence of debt or other financing alternatives.

If we determine that we require additional financing to meet our operating requirements, we may be unable to secure such financing on acceptable terms, or at all. If we raise additional funds by issuing equity and/or convertible debt securities, dilution to our existing stockholders will result. If we raise additional financing and incur indebtedness, we would be subject to increased fixed payment obligations and could also be subject to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we are unable to obtain additional funds, we will have to reduce our operating costs, which will cause a delay or reduction in our technology development and commercialization programs.

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

### Cash Flows

### For the quarters ended September 30, 2024 and 2023

The following table provides a summary of our cash flows for the nine months ended September 30, 2024 and September 30, 2023:

*(In thousands, except for percentages)*

| Net cash provided by (used in): | Nine Months Ended September 30, 2024 | 2023 | Change 2024 vs. 2023 |  |
| --- | ---: | ---: | ---: | ---: |
| Operating activities | $(69,384) | $(81,565) | $12,181 | (15)% |
| Investing activities | 14,130 | (56,495) | 70,625 | (125)% |
| Financing activities | 40,224 | 147,272 | (107,048) | (73)% |
| Effects of currency translation | (287) | (852) | 565 | 66% |
| Net (decrease) increase in cash, cash equivalents, and restricted cash | $(15,317) | $8,360 |  |  |

### Cash Flows Used in Operating Activities

Cash flows used in operating activities decreased $12.2 million or 15% in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease is primarily attributable to the lower net loss, net of non-cash items in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Additionally, the Company had cash outflows of $4.1 million related to costs incurred for the Business Combination that were classified as cash flows from operating activities during the nine months ended September 30, 2023, which did not recur in the current period.

### Cash Flows Provided by Investing Activities

In the nine months ended September 30, 2024, net cash provided by investing activities was $14.1 million, compared to net cash used by investing activities of $(56.5) million in the nine months ended September 30, 2023. The change is primarily driven by the purchase of debt securities of $(43.9) million in the nine months ended September 30, 2023 net of proceeds from matured debt securities, which did not recur in the current period. The Company received proceeds from the maturity of a portion of the debt securities of $44.8 million in the nine months ended September 30, 2024.

### Cash Flows from Financing Activities

In the nine months ended September 30, 2024, net cash from financing activities was $40.2 million, compared to net cash provided by financing activities of $147.3 million in the nine months ended September 30, 2023. The cash inflow in the prior period was driven by $213.4 million in proceeds from the Business Combination and PIPE financing and proceeds of $1.6 million from the exercise of options to acquire shares of common stock of the Company. This was partially offset by the FPA prepayment amount of $60.1 million and by the repurchase of equity instruments of $7.7 million.

### Off-Balance Sheet Arrangements

As of September 30, 2024 and December 31, 2023, we did not engage in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

### Critical Accounting Policies and Management Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements that have been prepared in accordance with US GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We consider an accounting estimate to be critical to the condensed consolidated financial statements if the estimate is complex in nature or requires a high degree of judgment and if actual results may differ from these estimates with any such differences being potentially material. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. A discussion of our critical accounting policies and estimates may be found in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 29, 2024 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Policies and Management Estimates”. As of September 30, 2024, we added one critical accounting policies and estimates, as follow:

### Convertible Note

We elected the fair value option to account for the Convertible Note . At issuance, the fair value approximates the principal amount of the Convertible Note. As of September 30, 2024, the estimate of the fair value was determined using a binomial lattice model which generates a distribution of stock prices over the term of the note, calculates the associated payoff for the note, and discounts the probability-weighted values from the lattice back to the valuation date. The fair value was estimated by using assumptions that market participants would use in pricing a convertible debt instrument, including market interest rates, credit rating, yield curves, and volatilities.

The fair value measurement of the debt was determined using Level 3 inputs and assumptions unobservable in the market. Changes in the fair value of debt that is accounted for at fair value, inclusive of related accrued interest expense, are presented as gains or losses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) under change in fair value of debt. The portion of total changes in fair value of debt attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income (loss) in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).

The assumptions underlying these valuations represented our best estimate, which involved inherent uncertainties and the application of judgment. If we had used different assumptions or estimates, the estimated fair value of the instruments described above could have been materially different.

### Non-GAAP Financial Measures

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

We define adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation, change in fair value of warrant liabilities, change in fair value of SAFE liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note and associated transaction costs, transaction costs on issuance of FPA, loss from equity method investees, net and other one-time costs related to the Business Combination and securities registration on Form S-4, our registration statement on Form S-1, and non-recurring regulatory matters. We monitor and have presented in this Quarterly Report adjusted EBITDA because it is a key measure used by our management and the Board to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. We believe adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we include in net loss. Accordingly, we believe adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects.

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

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

### Reconciliation of Net Loss to Adjusted EBITDA

*(In thousands)*

|  | Three Months Ended September 30, 2024 | 2023 | Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| **Net Loss** | $(57,431) | $(25,326) | $(110,738) | $(115,424) |
| Depreciation | 1,301 | 1,376 | 4,289 | 3,981 |
| Interest income, net | (791) | (1,249) | (2,452) | (3,164) |
| Stock-based compensation expense and change in fair value of SAFE and warrant liabilities (1) | 3,221 | (6,368) | (10,870) | (2,316) |
| Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities (net of interest accretion reversal) | (488) | 11,632 | 23,283 | 44,661 |
| Change in fair value of convertible note and related transaction costs | 21,572 | — | 21,572 | — |
| Transaction costs on issuance of FPA | — | — | — | 451 |
| Loss from equity method investees, net | 5,535 | 463 | 7,935 | 941 |
| One-time costs related to the Business Combination, initial securities registration and non-recurring regulatory matters(2) | — | 410 | — | 4,472 |
| **Adjusted EBITDA** | **$(27,081)** | **$(19,062)** | **$(66,981)** | **$(66,398)** |

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

(2) Represents costs incurred related to the Business Combination that do not meet the direct and incremental criteria per SEC Staff Accounting Bulletin Topic 5.A to be charged against the gross proceeds of the transaction, but are not expected to recur in the future, as well as costs incurred subsequent to deal close related to our securities registration on Form S-4 and our registration statement on Form S-1. Regulatory matters includes fees related to non-recurring items during the year ended December 31, 2023.

## Market risk

As filed, 4,010 characters.

We are exposed to a variety of market and other risks, including the effects of changes in interest rates, inflation and foreign currency translation and transaction risks, as well as risks to the availability of funding sources, hazard events and specific asset risks. Our market risk exposure is expected to be limited to risks that arise in the normal course of business, as we do not engage in speculative, non‑operating transactions, nor do we use financial instruments or derivative instruments for trading purposes.

### Interest Rate Fluctuation Risk

Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because of our cash equivalents and debt security investments. Our investments are made through our commercial and investment banks and, by policy, we limit the amount of risk by investing primarily in money market funds, United States Treasury obligations, and high quality corporate bonds. Additionally, we primarily invest in short-term securities. Because of the short-term nature of the majority of our financial instruments in our investment portfolio, an immediate change in market interest rates of 100 basis points would not have a material impact on the fair market value of our cash and cash equivalents or on our financial position or results of operations.

### Foreign Currency Fluctuation Risk

We are subject to foreign currency exchange risk from the translation of the financial statements of our foreign subsidiaries, whose financial condition and results of operations are reported in their local currencies and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Foreign currency translation adjustments were $0.2 million and $1.0 million for the nine months ended September 30, 2024 and 2023, respectively. Additionally, we have contracted with and may continue to contract with foreign vendors.

### Commodity Pricing Risk

Our CarbonSmart products differ from other bio-ethanol products (and related derivative products) because they are made from a unique feedstock (recycled carbon emissions) which differs from first-generation biofuels which are generally made from food sources. As a result, there is not an active trading market for our CarbonSmart fuels, and we are not directly impacted by changes in commodity prices. Additionally, we do not engage in hedging or other derivative transactions related to commodity prices.

Demand for our CarbonSmart products is indirectly impacted by commodity prices for fossil fuel and first generation bio-fuel prices. As prices drop for fossil and first-generation bio fuels, demand for our more-expensive recycled CarbonSmart products may decrease. Demand for our CarbonSmart products is also generally increased by new or additional environmental regulations, and decreased by loosened or reduced regulation.

### Credit Risk

We are subject to credit risk due to concentration of our receivables with a limited number of significant customers. If a customer defaults or if any of our contracts are cancelled by the customer in accordance with their terms, and we are unable to renew or replace these contracts, our gross margin and cash flows may be adversely affected.

### Equity Price Risk

We have in the past, and may in the future, seek additional funding by sale of common stock and other equity securities. The price of our common stock has been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell our common stock or other equity securities at an acceptable price or at all, should the need for new equity funding arise.

### Inflation Fluctuation Risk

Inflation generally affects us and our customers by increasing the cost of labor, laboratory supplies, consumables and capital expenditure required to deploy our technology, which may have a material effect on our business.

## Controls and procedures

As filed, 4,631 characters.

### Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

### Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a–15(e) and 15d-15(e)).

As a result of this evaluation, our CEO and CFO concluded that the material weaknesses relating to: (i) the accounting for complex transactions and estimates requiring significant judgment and (ii) revenue recognition, which were previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023, were still present as of September 30, 2024 (the “Evaluation Date”). Based on the material weaknesses, and the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.

Notwithstanding the identified material weaknesses, management believes that the condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects our financial condition, results of operations, and cash flows as of September 30, 2024.

### Remediation Efforts to Address Material Weaknesses

Management continues to take steps to improve our internal control processes and will continue to review, optimize, enhance and test our controls and procedures as our control environment matures over time. These measures include enhancing the design and implementation of our internal controls over financial reporting to comply with the COSO 2013 Internal Control-Integrated Framework, with particular focus on our material weaknesses. We have enhanced the design of our controls in the accounting for complex transactions and estimates requiring significant judgment and revenue recognition. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

### Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We note that our CEO and CFO concluded that the material weaknesses previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023 were still present as of the Evaluation Date.

## Risk factors

As filed, 950 characters.

Our risk factors are disclosed in Part I, Item 1A of our Annual Report on Form 10-K. There have been no material changes during the nine months ended September 30, 2024 from or updates to the risk factors discussed in Part I, Item 1A. Risk Factors, of our Annual Report on Form 10-K, except as follows:

### We are engaged in litigation related to the FPA.

On July 24, 2024, LanzaTech filed suit against Vellar in the Supreme Court of the State of New York, Commercial Division, alleging breach of the FPA, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. Such litigation may be costly, distracting to management and could harm our reputation and the value of our Company. We cannot guarantee that we will be able to resolve the litigation on terms favorable to us, and such litigation, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

Filed Nov 8, 2024.
Source: SEC EDGAR, the filing index for accession 0001628280-24-046524. Last ingested by Listed: Oct 24, 2026, 15:16 ET. No prices; not investment advice.