LanzaTech Global, Inc.: Form 10-Q for the period ended Jun 30, 2026

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 Statements” 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. Risk Factors” of the Company’s 2025 Annual Report.

Overview

We are a carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as fuels, fabrics, and packaging that people use in their daily lives. Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into 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 supply chain resilience for their 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 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. We had net income of $169.6 million for the six months ended June 30, 2026, primarily as 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 June 30, 2026, we had an accumulated deficit of $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.

LanzaTech has been focused on shifting its core operations from research and development to globally deploying the Company’s proven technology. We continue to streamline our priorities to improve our cost structure while evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.

Recent Developments

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 Certificate 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).

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.

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.

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.

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.

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.

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 53.16% as of December 31, 2025 to approximately 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.

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.

Strategic Outlook

During the second quarter of 2026, LanzaTech continued to advance its strategic initiatives focused on scaling commercialization, improving capital efficiency, and enhancing execution across its operating platform. These efforts reflect the Company’s transition from pursuing individual project opportunities toward a cohort-based development approach designed to advance multiple projects through a standardized commercialization framework.

Under this model, projects are grouped and managed based on development stage, commercial readiness, financing progress, and advancement toward securing offtake agreements. As projects progress through defined stages, the Company expects to generate revenue opportunities through engineering and advisory services, equipment deployment, technology licensing, product sales, and, where applicable, carbon-related incentives.

The Company believes this approach may:

• Improve execution reliability by incorporating lessons learned from prior deployments;
• Align resources and capital allocation around milestone-based progression; and
• Build revenue visibility as projects advance toward operations.

As of June 30, 2026, the Company was advancing four projects within its initial cohort under a common development framework. While the projects are progressing at different rates, the lead project has advanced to final offtake negotiations and is expected to help establish a commercial and financing framework for future cohort projects. The remaining projects continue to advance through development, permitting, financing, and commercial workstreams, with the earliest project currently targeted for completion during first half of 2027.

A portion of expected near-term revenue continues to be associated with projects supported directly or indirectly by U.S. government programs, including those administered by the Department of Energy (DOE). The advancement of these projects remains dependent on funding and other approvals and the timing thereof. Further, any delays in government processes, including administrative timing or broader funding disruptions, may defer key project milestones, including grant awards and cost-share arrangements.

Such delays could defer expected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for select projects 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 or approval delays could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.

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.

Basis of Presentation

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

Key Financial Metrics

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

Key elements of the Company’s performance for the three months ended June 30, 2026 and 2025 are summarized in the tables below:

(In thousands, except for percentages)

(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:

(In thousands, except for percentages)

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

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

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

(4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net 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.

Results of Operations — Three Months Ended June 30, 2026 Compared to Three Months Ended June 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:

(In thousands, except for per share amounts)

(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.

Results of Operations — Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

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

(In thousands, except for per share amounts)

(1) exclusive of depreciation

Revenue

Total revenue increased by $2.5 million, or 13.3%, in the six months ended June 30, 2026, compared to the same period in the prior year. The increase was primarily driven by a $6.0 million increase in engineering and other services revenue resulting from the commencement of new projects with both new and existing customers. This increase was partially offset by a $2.1 million decrease in JDA revenue reflecting the completion of certain customer project, a $0.9 million decrease in revenue recognized from LanzaJet’s sublicensing of the Company’s technology, a $0.4 million decrease in contract research revenue and a $0.1 million decrease in CarbonSmart product sale revenue.

Cost of Revenues

Cost of revenues increased by $1.8 million, or 12.8%, in the six months ended June 30, 2026, compared to the same period in the prior year. The increase was primarily attributable by a $2.8 million increase in costs associated with engineering and other services activities, consistent with the growth in related revenue during the period. This increase was partially offset by a $0.7 million decrease in costs associated with JDAs, and a $0.3 million decrease in costs related to contract research activities. The change in cost composition reflects a greater proportion of activity associated with engineering and commercialization services as compared to customer-funded development projects.

Research and Development

R&D expense decreased by $25.5 million, or 81.0%, in the six months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily driven by a $17.6 million reduction in personnel and contractor expenses, reflecting the impact of the Company’s transformation, cost optimization and organizational streamlining initiatives including headcount reductions implemented during 2025. These actions were undertaken to align resources with the Company’s strategic priorities and and improving operating efficiency. The decrease was also attributable to a $4.3 million reduction in external R&D services associated with project development activities, as well as a $3.6 million decrease in facilities and consumables expenses.

Selling, general and administrative expense

SG&A expense decreased by $17.5 million, or 50.2%, in the six months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily attributable to a $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 personnel and contractor costs resulting from organizational streamlining efforts and lower compensation-related expenses.

Interest income, net

Interest income, net decreased by $0.4 million in the six months ended June 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

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.

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 June 30, 2026 and December 31, 2025:

(in thousands, except for percentages)

As of June 30, 2026, compared to December 31, 2025, LanzaTech’s cash, cash equivalents, and restricted cash increased by $31.9 million, or 186.8%, primarily due to $30.0 million of proceeds from issuing Common Stock, partially offset by $1.0 million purchase of LanzaJet Series A Preferred Stock.

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 under “Strategic Outlook”, sustained access to capital is essential.

Sources and Uses of Capital

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

As of June 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 June 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 June 30, 2026. For a description of this investment see Note 6 – Brookfield Instruments.

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

Going Concern

The Company has incurred recurring net losses and anticipates continuing to incur losses. The Company had cash and cash equivalents of $45.0 million and an accumulated deficit of $(848.9) million as of June 30, 2026, along with cash outflows from operations of $(10.7) million and net income of $169.6 million for the six months ended June 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.

On May 15, 2026, the Company entered into a securities purchase agreement with certain institutional 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.

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 may 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 has 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 shares, subject to the limitations set forth in the Terms Agreement, applicable Nasdaq rules, and other applicable legal and regulatory requirements. As of June 30, 2026, after giving effect to shares outstanding and shares reserved or otherwise committed for issuance, approximately 2.0 million authorized shares of Common Stock remained available for potential issuance under the ATM Agreements, subject to the other applicable limitations and restrictions. Accordingly, the aggregate proceeds the Company may raise through the issuance of those shares will depend on the prices at which the shares are sold and may be substantially less than the ATM Agreements’ $100 million aggregate offering amount. Any increase in the number of authorized shares of Common Stock would require the Board of Directors to approve, and the stockholders to adopt, an amendment to the Company’s certificate of incorporation.

Based on the Company’s financial position as of the date the condensed consolidated financial statements were issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months.

Cash Flows

The following table provides a summary of our cash flows for the six months ended June 30, 2026 and 2025:

(in thousands)

Cash Flows Used in Operating Activities

Net cash used in operating activities decreased $32.2 million, or 75.1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to the Company’s efforts to reduce operational costs and increased revenues during the six months ended June 30, 2026 compared to the prior year period.

Cash Flows (Used in) Provided by Investing Activities

Net cash used in investing activities was $3.7 million for the six months ended June 30, 2026, compared to $11.5 million of net cash provided by investing activities for the six months ended June 30, 2025. The decrease of $15.3 million was primarily due to reduction of proceeds from the maturities of debt securities received in 2025 and the purchase of LanzaJet Series A Preferred Stock in 2026.

Cash Flows Provided by (Used in) Financing Activities

Net cash provided by financing activities was $46.1 million for the six months ended June 30, 2026, compared to net cash used in financing activities of $25.6 million for the six months ended June 30, 2025. The increase was primarily driven by $50.0 million of proceeds from the issuance of Common Stock during the six months ended June 30, 2026, partially offset by the $2.0 million cash payment associated with the settlement of the FPA and $1.9 million of issuance costs related to the financing. During the six months ended June 30, 2025, financing cash flows primarily reflected $25.0 million of proceeds associated with the PIPE Warrant transaction, partially offset by a $12.5 million partial settlement of the Brookfield Loan and $1.9 million of issuance costs associated with the preferred stock and PIPE Warrant financing.

Critical Accounting Estimates

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

There have been no significant changes in our critical accounting estimates during the three and six months ended June 30, 2026, from those disclosed in the Company’s 2025 Annual Report, except for the measurement of the Brookfield Loan liability.

Brookfield Loan

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

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

Non-GAAP Financial Measures

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

We define Adjusted EBITDA as 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, 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. 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.

During the six months ended June 30, 2026, Adjusted EBITDA excludes the non-cash unrealized gain recognized upon the remeasurement of the Company's investment in SGLT to fair value.

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. For example, Adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; (iii) excludes income (loss) on equity method investees, net; and (iv) excludes certain non-cash and non-operating gains and losses, including fair value adjustments associated with investments and financial instruments, which may fluctuate significantly from period to period and may not be indicative of the Company's operating 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 income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP:

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands)

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

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide information required by this item.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a–15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2026 (the “Evaluation Date”).

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

The Company also previously identified control deficiencies related to the impact of headcount reductions and turnover in certain senior and control-related roles during 2025, which contributed to resource constraints within the finance and accounting function and adversely affected the timely execution of certain internal control activities. During 2026, management has made meaningful progress in strengthening the Company’s internal control over financial reporting through enhancements to the Company’s accounting organization and key financial reporting controls. Management has also commenced testing of enhanced controls as part of the remediation efforts.

Management will continue to evaluate the design and operating effectiveness of the enhanced controls over a sustained period. The Company will not consider the material weaknesses remediated until the enhanced controls have operated effectively for a sufficient period of time and management has concluded, based on testing, that the controls are operating effectively. Accordingly, there can be no assurance that these remediation efforts will be completed successfully or on a timely basis.

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

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

Changes in Internal Control Over Financial Reporting

Except as described above with respect to the Company’s remediation activities, there were no other changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than as described below, there have been no material changes from our updates to the risk factors discussed in Part I, Item 1A. Risk Factors, of our 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.