LanzaTech Global, Inc.

Current report

Item1A. Risk Factors

Current report

There can be no assurance that the Subsequent Financing will be successfully consummated or achieve the anticipated results.

Current report

Management has concluded that there is substantial doubt about our ability to continue as a going concern, and therefore, we have been evaluating options to enhance our liquidity position with financing. On May 7, 2025, we entered into the PIPE Purchase Agreement, pursuant to which we (i) issued 20 million shares of Series A Preferred Stock that are convertible on a one-to-one basis into shares of common stock (provided that, prior to receiving the Requisite Stockholder Approvals, the aggregate number of shares of common stock issuable upon conversion of the Series A Preferred Stock shall not exceed 39,360,036 shares (the “Share Conversion Cap”)) and (ii) committed to issue warrants (the “PIPE Warrants”) to purchase 780 million shares of common stock, exercisable upon (i) receipt of required stockholder approvals described below and (ii) securing additional financing in an amount not less than $35.0 million nor more than $65.0 million pursuant to the terms of the PIPE Purchase Agreement (such financing, a “Subsequent Financing”).

Current report

Securing the Subsequent Financing will require substantial additional time and attention from our management and may divert attention away from our business activities, which may adversely affect our ability to conduct our day-to-day operations and execute on our business initiatives. We may incur additional significant legal, accounting and advisory fees and other expenses, some of which may be incurred regardless of whether we successfully enter into the Subsequent Financing. Any such expenses will decrease the remaining cash available for use in our business. Additionally, securing the Subsequent Financing will be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, the interest of third party investors and obtaining requisite stockholder approvals. See –“We will need to seek stockholder approvals in order to consummate the Subsequent Financing, and there can be no assurance that we will succeed in receiving any of the required stockholder approvals”below. We have had difficulties raising capital in the past and there can be no assurance that the Subsequent Financing will be successfully consummated or achieve the anticipated results.

Current report

If we are unable to complete the Subsequent Financing or obtain other financing sufficient to meet our liquidity needs and continue operations, it would have a material adverse effect on our business and our ability to continue to operate, in which case, holders of our common stock could lose all or a significant portion of their investment.

Current report

We will need to seek stockholder approvals in order to consummate the Subsequent Financing, and there can be no assurance that we will succeed in receiving any of the required stockholder approvals.

Current report

We are currently authorized to issue 600,000,000 shares of common stock under our second amended and restated certificate of incorporation as amended (the “Charter”). As of May 15, 2025, we had 231,964,989 shares of common stock issued and outstanding, approximately 36,022,898 shares of common stock committed for issuance giving effect to the assumed exercise of all outstanding options and vesting of restricted stock units and performance stock units, 17,574,276 shares of common stock underlying outstanding warrants and 20,000,000 shares of common stock underlying the Series A Preferred Stock (which Series A Preferred Stock may only be converted up to the Share Conversion Cap unless and until the Requisite Stockholder Approvals are received). Additionally, pursuant to the PIPE Purchase Agreement, we have committed to issue the PIPE Warrants to purchase up to 780,000,000 shares of our common stock, which will only become exercisable once we receive the requisite stockholder approvals and consummate the Subsequent Financing. Due to the limited number of authorized shares of common stock available for future issuance, we will not be able to consummate the Subsequent Financing (or otherwise raise equity capital) unless we increase the number of shares we are authorized to issue.

Current report

The PIPE Purchase Agreement provides that, no later than 60 days (or 90 days if the staff of the Securities and Exchange Commission (“SEC”) conducts a review of the applicable preliminary proxy statement) following May 7, 2025, we will be required to convene a meeting of our stockholders to obtain stockholder approvals (collectively, the “Requisite Stockholder Approvals”) with respect to: (i) the issuance of shares of common stock issuable upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrants, and in connection with the Subsequent Financing (collectively, the “Issuable Common Shares”) and to effect any “change of control” in connection with the foregoing, in accordance with the rules of The Nasdaq Stock Market LLC; (ii) an amendment our Charter to (a) effect a reverse stock split of the common stock at a ratio mutually acceptable to us and the holders of a majority of the outstanding Series A Preferred Stock, (b) authorize that number of shares of common stock that, taking into account the reverse stock split, is sufficient to authorize and issue Issuable Common Shares, (c) set the par value of the common stock to an amount equal to the exercise price of the Warrants, and (d) provide that our stockholders may take action by written consent; and (iii) the issuance of common stock in the Subsequent Financing at a price per share of $0.05 (subject to adjustment in certain events). We can provide no assurance that we will succeed in receiving the Requisite Stockholder Approvals which are needed in order to consummate the Subsequent Financing.

Current report

If, following the stockholder meeting, there is not a sufficient number of shares of our common stock duly authorized for the exercise of the Warrants and the consummation of the Subsequent Financing, we will berequired to offer to redeem all of the then-outstanding shares of Series A Preferred Stock at a price per share equal to 1.5x its liquidation value. We can provide no assurance that we will have sufficient liquidity to make this paymentand in such a case, we may have to liquidate our assets, and in such event, it’s likely that holders of our common stock would lose all or a significant portion of their investment.

Current report

Our stockholders may experience substantial dilution as a result of the exercise of outstanding options or warrants to purchase shares of our common stock, upon conversion of our Series A Preferred Stock into shares of our common stock, and as a result of the Subsequent Financing, if consummated.

Current report

As of May 15, 2025, we had approximately 36,022,898 shares of common stock committed for issuance giving effect to the assumed exercise of all outstanding options and vesting of restricted stock units and performance stock units. In addition, as of May 15, 2025, we may be required to issue up to 17,574,276 shares of our common stock upon exercise of outstanding warrants and up to 20,000,000 shares of our common stock upon conversion of outstanding shares of the Series A Preferred Stock, subject in the case of the shares of common stock underlying the Series A Preferred Stock to the Share Conversion Cap. Pursuant to the PIPE Purchase Agreement, we have also committed to issue the PIPE Warrants to purchase up to 780,000,000 shares of our common stock, which PIPE Warrants will become exercisable if and when we receive the Requisite Stockholder Approvals and consummate the Subsequent Financing. Additionally, the Subsequent Financing, if consummated, would involve issuing additional shares of our capital stock. Any such issuances of additional capital stock would cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock will likely decline.

Current report

Our anticipated workforce reduction may not achieve our intended outcome and may result in significant adverse consequences.

Current report

Alongside the Series A Preferred Stock Issuance and in connection with continuing to implement strategic measures to scale our global business with greater cost efficiency to support our transition from a research and development-centric company to a commercially focused enterprise, we have notified certain of our employees of an anticipated workforce reduction. This workforce reduction may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, decreased morale among our remaining employees, and the risk that we may not achieve the anticipated benefits of the workforce reduction. In addition, while certain positions are anticipated to be eliminated, certain functions necessary to our operations remain, and we may be unsuccessful in distributing the duties and obligations of departed employees among our remaining employees. The workforce reduction could also make it difficult for us to pursue, or prevent us from pursuing, new opportunities and initiatives due to insufficient personnel, or require us to incur additional and unanticipated costs to hire new personnel to pursue such opportunities or initiatives. If we are unable to realize the anticipated benefits from the workforce reduction, or if we experience significant adverse consequences from the workforce reduction, our business, financial condition, and results of operations may be materially adversely affected.

Current report

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, negatively impacting its price, liquidity, and our ability to access the capital markets.

Current report

Our common stock is listed on Nasdaq under the symbol LNZA. For continued listing on Nasdaq, we must maintain a minimum bid price of $1.00 for a period of 30 consecutive business days, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). On March 13, 2025 we received written notice from the Nasdaq Listing Qualifications Department notifying us that for the last 30 consecutive business days, the closing bid price for our common stock had been below the $1.00 per share minimum closing bid price requirement for continued listing on Nasdaq, as set forth in the Minimum Bid Price Requirement. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we will have 180 calendar days from receipt of such notice, or until September 9, 2025 (the “First Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day period. If at any time before the First Compliance Date, the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, subject to the discretion of the Nasdaq Listing Qualification Staff. Nasdaq will provide us with written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed. In the event we do not regain compliance with the Minimum Bid Price Requirement by the First Compliance Date, we may be eligible for an additional 180-calendar day compliance period. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of our intention to cure the bid price deficiency during the second compliance period. If it appears to the Nasdaq staff that we will not be able to cure the deficiency or if we are otherwise not eligible or fail to regain compliance during the second compliance during the second compliance period, Nasdaq will provide written notification to us that our common stock is subject to delisting. At that time, we may appeal any such delisting determination to a Nasdaq hearings panel (the “Panel”). If we receive such a delisting notice, Nasdaq may not grant the our request for a hearing, or if Nasdaq grants our request for a hearing, the Panel may not grant our request for continued listing of our common stock on The Nasdaq Capital Market pending compliance with all applicable listing criteria, including the Minimum Bid Price Requirement, or we may be unable to timely satisfy the terms of any extension that may be granted by the Panel.

Current report

We will continue to monitor the closing bid price of our common stock and will consider our available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement within the allotted compliance periods. We intend to seek to effect a reverse stock split of our common stock in connection with the Requisite Stockholder Approvals, however, we can provide no assurance that we will succeed in receiving Requisite Stockholder Approvals, and even if we do, we may still be unable to meet the minimum bid price requirement, and we may be unable to meet other applicable Nasdaq listing requirements, including maintaining minimum levels of stockholders’ equity or market values of our common stock. There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement, be successful in any appeal we may undertake, or be able to maintain compliance with any of the other continued listing requirements of the Nasdaq Capital Market.

Current report

If Nasdaq delists our securities for failing to meet these requirements, we and our stockholders could face significant negative consequences, including:

Current report

•decreased ability to obtain financing for the continuation of our operations;

Current report

•a determination that our common stock is “penny stock,” requiring brokers to adhere to more stringent rules, possibly reducing trading activity in the secondary market;

Current report

•limited amount of analyst coverage, if any; and

Current report

•decreased liquidity of our common stock.

Current report

Delisting from Nasdaq could also result in other negative consequences, such as the potential loss of confidence by suppliers, customers, and employees, the loss of institutional investor interest, and fewer business development opportunities.

Current report

See Note 15 – Subsequent Eventsto our unaudited consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Current report

Not applicable.

Current report

Not applicable.

Previous report

ITEM 1A. RISK FACTORS

Previous report

We are engaged in litigation related to the FPA.

Previous report

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.