LanzaTech Global, Inc.

Previous wording

The following discussion and analysis should be read in conjunction with our unaudited interim consolidated financial statements and accompanying footnotes thereto included in Part I, “Item 1-Financial Results and Supplementary Data” of this Quarterly Report, and our audited consolidated financial statements and related notes included in the Company’s 2024 Annual Report. In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc. and its consolidated subsidiaries. References to “AMCI” refer to AMCI Acquisition Corp. II prior to the Business Combination. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include without limitation those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified in Part I, “Item 1A-Risk Factors” of the Company’s 2024 Annual Report and Part II, “Item 1A.-Risk Factors” of this Quarterly Report.

Current wording

The following discussion and analysis should be read in conjunction with our unaudited interim consolidated financial statements and accompanying footnotes thereto included in Part I, “Item 1-Financial Results and Supplementary Data” of this Quarterly Report, and our audited consolidated financial statements and related notes included in the Company’s 2024 Annual Report. In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc. and its consolidated subsidiaries. References to “AMCI” refer to AMCI Acquisition Corp. II prior to the Business Combination. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include without limitation those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified in Part I, “Item 1A-Risk Factors” of the Company’s 2024 Annual Report and Part II, “Item 1A.-Risk Factors” of the Company’s Quarterly Report for the fiscal quarter ended March 31, 2025 and of this Quarterly Report.

Previous wording

We have not achieved operating profitability since our formation. Our net losses after tax were $19.2 million for the three months ended March 31, 2025 and $25.5 million for the prior year period. As of March 31, 2025 we had an accumulated deficit of $988.8 million compared to an accumulated deficit of $969.6 million as of December 31, 2024. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.

Current wording

We have not achieved operating profitability since our formation. Our net losses after tax were $51.7 million and $53.3 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 we had an accumulated deficit of $1,021.3 million compared to an accumulated deficit of $969.6 million as of December 31, 2024. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.

Previous wording

On May 7, 2025 (the “PIPE Closing Date”), the Company and LanzaTech Global SPV, LLC, an entity controlled by a large existing investor (the “PIPE Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (the “PIPE Purchase Agreement”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock designated as “Series A Convertible Senior Preferred Stock”, par value of $0.0001 per share (“Series A Preferred Stock”), to the PIPE Purchaser for an aggregate purchase price of $40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $40.2 million aggregate principal amount of outstanding Convertible Note (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note.

Current wording

Purchase Agreement, dated June 2, 2025, the “PIPE Purchase Agreement”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock designated as “Series A Convertible Senior Preferred Stock”, par value of $0.0001 per share (“Series A Preferred Stock”), to the PIPE Purchaser for an aggregate purchase price of $40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $40.2 million aggregate principal amount of outstanding Convertible Note (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note.

Previous wording

Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue and sell to the PIPE Purchaser, no later than May 31, 2025, warrants (the “PIPE Warrants”) to purchase an aggregate of 780,000,000 shares (“PIPE Warrant Shares”) of common stock at an exercise price equal to $0.0000001 per PIPE Warrant Share (subject to adjustments in certain events, including the Reverse Stock Split (as defined below) and to be no less than par value of the common stock) and the other terms to be set forth in a warrant agreement (the “PIPE Warrant Agreement”). Subject to the conditions set forth in the PIPE Warrant Agreement, the PIPE Warrants will not be exercisable unless and until, among other things, certain requisite stockholder approvals are obtained and the Company consummates either a Subsequent Financing (as defined below) or, with the PIPE Purchaser’s consent, a financing that does not constitute a Subsequent Financing (an “Other Financing”) (collectively, the “Conditions to Exercise”); provided, however, that if the Conditions to Exercise are satisfied, each PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant Agreement will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

Current wording

Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue to the PIPE Purchaser immediately prior to the consummation, if any, of a Financing (as defined below) (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, a warrant (the “PIPE Warrant”) to purchase an aggregate of 780,000,000 shares (“PIPE Warrant Shares”) of common stock at an exercise price equal to $0.0000001 per PIPE Warrant Share (subject to adjustments in certain events, including the Reverse Stock Split (as defined below) and to be no less than par value of the common stock) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing (as defined below) or, with the PIPE Purchaser’s consent, a financing that does not constitute a Subsequent Financing (an “Other Financing”) (collectively, the “Conditions to Exercise”); provided, however, that if the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

Previous wording

The PIPE Purchase Agreement also provides that, no later than 60 days (or 90 days if the staff of the SEC conducts a review of the applicable preliminary proxy statement) following the PIPE Closing Date (the “Approval Deadline”), the Company will be required to convene a meeting of its stockholders to obtain stockholder approvals (collectively, the “Requisite Stockholder Approvals”) with respect to: (i) the issuance of shares of common stock issuable upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrants, and in connection with the Subsequent Financing (collectively, the “Issuable Common Shares”) and to effect any “change of control” in connection with the foregoing, in accordance with the rules of Nasdaq; (ii) an amendment to the Company’s certificate of incorporation to (a) effect a reverse stock split of the common stock (the “Reverse Stock Split”) at a ratio mutually acceptable to the Company and the holders of a majority of the outstanding Preferred Stock (the “Majority Holders”), (b) authorize that number of shares of common stock that, taking into account the Reverse Stock Split, is sufficient to authorize and issue Issuable Common Shares (the “Authorized Capitalization Amendment”), (c) set the par value of the common stock to an amount equal to the exercise price of the PIPE Warrants, and (d) provide that the Company’s stockholders may take action by written consent; and (iii) the issuance of common stock in the Subsequent Financing at a price per share of $0.05 (subject to adjustment in certain events, including the Reverse Stock Split). The PIPE Purchaser has also agreed in the PIPE Purchase Agreement to vote all shares of common stock held by it prior to the PIPE Closing Date in favor of the Requisite Stockholder Approvals or, if there are insufficient votes in favor of granting the Requisite Stockholder Approvals, in favor of the adjournment of such meeting of the stockholders of the Company to a later date.

Current wording

The PIPE Purchase Agreement also provides that, no later than 75 days (or 90 days if the staff of the SEC conducts a review of the applicable preliminary proxy statement) following the PIPE Closing Date, the Company would be required to convene a meeting of its stockholders to obtain stockholder approvals (collectively, the “Requisite Stockholder Approvals”) with respect to: (i) the issuance of shares of common stock issuable upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrant, and in connection with the Subsequent Financing (collectively, the “Issuable Common Shares”) and to effect any “change of control” in connection with the foregoing, in accordance with the rules of Nasdaq; (ii) an amendment to the Company’s certificate of incorporation to (a) effect a reverse stock split of the common stock (the “Reverse Stock Split”) at a ratio mutually acceptable to the Company and the holders of a majority of the outstanding Preferred Stock (the “Majority Holders”), (b) authorize that number of shares of common stock that, taking into account the Reverse Stock Split, is sufficient to authorize and issue Issuable Common Shares (the “Authorized Capitalization Amendment”), (c) set the par value of the common stock to an amount equal to the exercise price of the PIPE Warrant, and (d) provide that the Company’s stockholders may take action by written consent; and (iii) the issuance of common stock in the Subsequent Financing at a price per share of $0.05 (subject to adjustment in certain events, including the Reverse Stock Split).

Previous wording

Subject only to obtaining the Requisite Stockholder Approvals, the Company also agreed to use its reasonable best efforts to consummate a bona fide financing pursuant to which the Company sells common stock to one or more accredited investors reasonably satisfactory to the Majority Holders, at a price per share of $0.05 (subject to adjustment in certain events, including the Reverse Stock Split), payable in cash, with an aggregate original issue price of not less than $35.0 million and not more than $60.0 million, on terms and conditions reasonably satisfactory to the Majority Holders (the “Subsequent Financing”). The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than 10 business days following receipt of the Requisite Stockholder Approvals. The Company may not be able to secure such Subsequent Financing in a timely manner, on favorable terms or at all. See Part II,“Item 1A.—Risk Factors—There can be no assurance that the Subsequent Financing will be successfully consummated or achieve the anticipated results.”

Current wording

The Company also agreed to use its reasonable best efforts to consummate a bona fide financing pursuant to which the Company sells common stock to one or more accredited investors reasonably satisfactory to the Majority Holders, at a price per share of $0.05 (subject to adjustment in certain events, including the Reverse Stock Split), payable in cash, with an aggregate original issue price of not less than $35.0 million and not more than $60.0 million, on terms and conditions reasonably satisfactory to the Majority Holders (the “Subsequent Financing”). The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than 45 days following receipt of requisite stockholder approvals. In addition, with the Majority Holders’ consent and in lieu of the Subsequent Financing, the Company may consummate any other financing that does not constitute a Subsequent Financing (an “Other Financing” and any such Other Financing or a Subsequent Financing, a “Financing”).

Previous wording

Subject only to obtaining Requisite Stockholder Approvals, the Company also agreed to use its reasonable best efforts to consummate a bona fide financing pursuant to which the Company sells common stock to one or more accredited investors reasonably satisfactory to the holders of a majority of the outstanding Series A Preferred Stock (the “Majority Holders”), at a price per share of $0.05 (subject to adjustment in certain events), payable in cash, with an aggregate original issue price of not less than $35.0 million and not more than $60.0 million, on terms and conditions reasonably satisfactory to the Majority Holders (the “Subsequent Financing”). The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than 10 business days following receipt of Requisite Stockholder Approvals. If the Requisite Stockholder Approvals are not received and there is not a sufficient number of shares of the Company’s common stock duly authorized for the exercise of the PIPE Warrants and the consummation of the Subsequent Financing, the Company will be required to offer to redeem all of the then-outstanding shares of Series A Preferred Stock at a price per share equal to 1.5x its liquidation value. The Company can provide no assurance that it will have sufficient liquidity to make this payment if required to do so or that it will be able to secure such Subsequent Financing in a timely manner, on favorable terms or at all. See Part II, “Item 1A.-Risk Factors—There can be no assurance that the Subsequent Financing will be successfully consummated or achieve the anticipated results “Item 1A.-Risk Factors—There can be no assurance that the

Current wording

The Company is actively pursuing a Financing. The Company can provide no assurance that it will secure any such Financing in a timely manner, on favorable terms or at all. See Part II,“Item 1A.—Risk Factors—There can be no assurance that a Financing will be successfully consummated or achieve the anticipated results.”

Previous wording

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

Current wording

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

Previous wording

The key elements of LanzaTech’s performance for the years ended March 31, 2025 and 2024 are summarized in the tables below:

Current wording

Key elements of the Company’s performance for the three months ended June 30, 2025 and 2024 are summarized in the tables below:

Previous wording

(4)Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note and associated transaction costs, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield Loan and loss from equity method investees, net. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable GAAP measure.

Current wording

(4)Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration (net of interest accretion reversal), change in fair value of the Convertible Note, change in fair value of the PIPE Warrant, change in fair value of the Brookfield Loan and loss from equity method investees, net. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable GAAP measure.

Previous wording

R&D expense decreased $0.6 million, or 3.3%, in the three months ended March 31, 2025, compared to the prior year period, primarily due to a decrease of $2.1 million in consumables and facilities expenses, compared to the prior year period. The decrease was offset by an increase of $1.1 million in external R&D services related to project development costs that are not currently eligible for capitalization nor tied to revenue agreements and a $0.4 million increase in personnel and contractors expenses related to R&D projects.

Current wording

R&D expense decreased $6.5 million, or 30%, in the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a $4.0 million decrease in external R&D services related to project development costs that are not currently eligible for capitalization. An additional decrease of $1.8 million was related to consumables and facilities expenses, and a decrease of $0.8 million in personnel and contractor expenses was related to R&D projects.

Previous wording

Total revenue decreased $0.8 million, or 7.4%, in the three months ended March 31, 2025, compared to the prior year period. Engineering and other services revenue decreased by $2.7 million, mainly due to the completion of projects with existing customers and governmental entities for $3.9 million offset by an increase from new customers of $1.2 million. In addition, revenues from Joint Development Agreements (“JDA”) and other contract research decreased by $1.8 million and $0.1 million, respectively. The decline was offset by an increase of $3.3 million in revenues from CarbonSmart sales and an increase of $0.5 million from licensing revenue.

Current wording

Total revenue decreased $9.1 million, or 32.8%, in the six months ended June 30, 2025, compared to the same period in the prior year. The decline was primarily driven by $7.0 million in licensing revenue received in the prior period related to LanzaJet sublicensing our technology. Additionally, engineering and other services revenue declined by $5.9 million, mainly due to the completion of projects with existing customers and government entities whose projects reached completion of their current development phase, Joint Development Agreements revenue declined by $1.8 million, and other contract research declined by $0.5 million, partially offset by an increase of $6.2 million in CarbonSmart sales.

Previous wording

SG&A expense increased $4.7 million, or 42.7%, in the three months ended March 31, 2025, compared to theprior year period. This was primarily due to an increase of $5.3 million in professional fees associated with the Company’s focus on streamlining its business priorities and an increase of $0.9 million for facilities and consumable expenses compared to the prior year period. These increases were offset by a decrease of $1.5 million in personnel and contractors expenses driven by a decrease in salary and bonus expenses.

Current wording

SG&A expense increased $12.1 million, or 53.0%, in the six months ended June 30, 2025, compared to the same period in the prior year. This was primarily due to an increase of $14.8 million in professional fees associated with the Company’s focus on streamlining its business priorities, an increase of $1.8 million for facilities and consumable expenses, partially offset by a decrease of $4.5 million in personnel and contractor expenses driven by a decrease in salary and bonus expenses.

Previous wording

Interest income, net decreased $0.7 million in the three months ended March 31, 2025 compared to the prior year period. This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.

Current wording

Interest income, net decreased $1.0 million in the six months ended June 30, 2025 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.

Previous wording

Other income, net increased $17.7 million in the three months ended March 31, 2025 compared to the prior year period. This increase was primarily driven by a $34.3 million gain from the decrease in the fair value of the Convertible Note that was issued in the third quarter of 2024, a $13.0 million gain related to the change in fair value of the FPA recorded in the prior period with no change in the current period.

Current wording

Other income, net increased $24.4 million in the six months ended June 30, 2025 compared to the same period in the prior year. This increase was primarily driven by a $43.8 million gain related to the change in fair value of the Convertible Note recorded in the six months ended June 30, 2025, a $23.8 million gain on the change in fair value of Forward Purchase Agreement (FPA) recorded in the six-month period ended June 30, 2024, with no change in the current period.

Previous wording

These gains were offset by a loss of $0.6 million due to the increase in fair value of the Brookfield SAFE between January 1, 2025 and February 14, 2025, a loss of $6.2 million from the extinguishment of the Brookfield SAFE, and a loss of $1.4 million due to the reversal of losses related to changes in instrument-specific credit risk that had accumulated in other comprehensive income prior to the extinguishment. This compares to a $9.7 million loss relating the change in fair value of the Brookfield SAFE that was recorded in the three-month period ended March 31, 2024.

Current wording

These increases were partially offset by a loss of $0.6 million due to the increase in fair value of the Brookfield SAFE between January 1, 2025 and February 14, 2025, a loss of $6.2 million from the extinguishment of the Brookfield SAFE, and a loss of $1.4 million due to the reversal of losses related to changes in instrument-specific credit risk that had accumulated in other comprehensive income prior to the extinguishment. This compares to a $15.9 million loss relating the change in fair value of the Brookfield SAFE that was recorded in the six-month period ended June 30, 2024.

Previous wording

Further losses offsetting the above gains are related to $11.4 million loss from the change in fair value of the Brookfield Loan between February 14, 2025 and March 31, 2025, and a loss of $0.6 million from the change in fair value of the warrants.

Current wording

Further losses offsetting the above gains are related to $11.4 million loss from the change in fair value of the Brookfield Loan between February 14, 2025 and March 31, 2025.

Previous wording

As of March 31, 2025, compared to December 31, 2024, LanzaTech’s cash, cash equivalents, and restricted cash decreased by$29.7 million, or 64.9%, primarily due to funding the net loss adjusted for non-cash charges (see cash flow section below), partial repayment on the Brookfield Loan and purchases of property, plant and equipment.

Current wording

As of June 30, 2025, compared to December 31, 2024, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $6.1 million, or 13.3%, primarily due to funding the net loss adjusted for non-cash charges (see cash flow section below) and partial repayment on the Brookfield Loan.

Previous wording

Debt security investments comprise mainly held-to-maturity U.S. Treasury and high quality corporate securities that the Company has both the ability and intent to hold to maturity. These securities all mature within one year and will provide additional liquidity upon maturity. As of March 31, 2025, held-to-maturity security investments totaled $7.4 million, compared to $12.4 million as of December 31, 2024.

Current wording

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 June 30, 2025, held-to-maturity security investments all matured, compared to $12.4 million as of December 31, 2024.

Previous wording

As of March 31, 2025, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), the Brookfield Loan and the Convertible Note. We are not subject to any externally imposed capital requirements. As of March 31, 2025, LanzaTech’s outstanding debt comprised the Convertible Note, the Brookfield Loan, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on its consolidated balance sheets as of March 31, 2025. See Note 2 - Summary of Significant Accounting Policies in our unaudited consolidated financial statements for further information.

Current wording

As of June 30, 2025, 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, 2025, our outstanding debt comprised the Brookfield Loan, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on our consolidated balance sheets as of June 30, 2025. See Note 2 - Summary of Significant Accounting Policies in our unaudited consolidated financial statements for further information.

Previous wording

On July 24, 2024, LanzaTech filed suit against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleges is in breach of the FPA’s requirement that Recycled Shares be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is notified to the Company as part of an early termination, which Vellar did not do. On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking approximately $4.2 million plus interest. The Company intends to vigorously defend itself against the claim. On April 11, 2025, Vellar filed a motion to amend its complaint, seeking to add a claim for breach of the FPA Warrants, to which LanzaTech and Vellar are parties. The amended complaint seeks damages, including liquidated damages under the FPA Warrants. The motion to amend remains pending. The outcome of the lawsuit is uncertain, and in the event that the Company does not succeed, the Company may not have sufficient funds or be able to obtain financing from third parties to pay amounts related to the lawsuit. See Note 17 - Commitments and Contingencies in our unaudited consolidated financial statements for further information.

Current wording

On July 24, 2024, LanzaTech filed suit against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleges is in breach of the FPA’s requirement that Recycled Shares be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is notified to the Company as part of an early termination, which Vellar did not do. On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking approximately $4.2 million plus interest. The Company intends to vigorously defend itself against the claim. On April 11, 2025, Vellar filed a motion to amend its complaint, seeking to add a claim for breach of the FPA Warrants, to which LanzaTech and Vellar are parties. Vellar also moved to consolidate the two related actions between LanzaTech and Vellar. Both motions were granted and Vellar filed the amended complaint on April 23, 2025. The amended complaint seeks damages, including liquidated damages under the FPA Warrants. The outcome of the lawsuit is uncertain, and in the event that the Company does not succeed, the Company may not have sufficient funds or be able to obtain financing from third parties to pay amounts related to the lawsuit. See Note 15 - Commitments and Contingencies in our unaudited consolidated financial statements for further information.

Previous wording

On May 9, 2024, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) and a Terms Agreement (the “Terms Agreement” and, together with the Sales Agreement, the “ATM Agreements”) with B. Riley Securities, Inc. (“B. Riley Securities”), pursuant to which the Company may, from time to time and subject to certain conditions such as a floor price, offer and sell through or to B. Riley Securities, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of up to$100 million. The shares will be offered through or to B. Riley Securities, acting as agent in connection with agency transactions or as principal in connection with any principal transactions. Pursuant to the Terms Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion, for as long as the Sales Agreement remains effective, to direct B. Riley Securities on any trading day to act on a principal basis and purchase up to the maximum of the lesser of a) 50% of the prior daily trading volume, or b) approximately $0.2 million per day as long as the closing price on the day prior exceeds $1, and approximately up to $0.9 million per week, and up to $40 million per twelve-month period, subject to any applicable limitations pursuant to the rules and regulations of Nasdaq (the aggregate amount so purchased by B. Riley Securities under the Terms Agreement, the “Commitment”), which Commitment will be included within the aggregate offering price of up to$100 million of common stock sold pursuant to the ATM Agreements; provided, however, that only one principal sale may be requested per day unless otherwise agreed to by B. Riley Securities. As of March 31, 2025, no common stock had been sold pursuant to the ATM equity offering program and the program was inactive.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. See Note 15 - Subsequent Eventsin our unaudited consolidated financial statements for further information.

Current wording

On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. See Note 7 - Convertible Notein our unaudited consolidated financial statements for further information.

Previous wording

We have recurring net losses and anticipate continuing to incur losses. We had cash and cash equivalents of $13.8 million, short-term held-to-maturity debt securities of $7.4 million and an accumulated deficit of $(988.8) million as of March 31, 2025, along with cash outflows from operations of $(21.1) million and net loss of $(19.2) million for the three months ended March 31, 2025. We have historically funded our operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.

Current wording

We have recurring net losses and anticipate continuing to incur losses. We had cash and cash equivalents of $37.4 million, short-term held-to-maturity debt securities of $0.0 million and an accumulated deficit of $(1,021.3) million as of June 30, 2025, along with cash outflows from operations of $(42.8) million and net loss of $(51.7) million for the six months ended June 30, 2025. We have historically funded our operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.

Previous wording

On the PIPE Closing Date, the Company and the PIPE Purchaser, entered into the PIPE Purchase Agreement pursuant to which the Company agreed to issue and sell 20,000,000 shares of Series A Preferred Stock to the PIPE Purchaser for an aggregate purchase price of $40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $40.2 million aggregate principal amount of outstanding Convertible Note, plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue and sell to the PIPE Purchaser, no later than May 31, 2025, warrants (the “PIPE Warrants”) to purchase an aggregate of 780,000,000 shares (“PIPE Warrant Shares”) of common stock at an exercise price equal to $0.0000001 per PIPE Warrant Share (subject to adjustments in certain events and to be no less than par value of the common stock) and the other terms to be set forth in the PIPE Warrant Agreement.

Current wording

On the PIPE Closing Date, the Company and the PIPE Purchaser, entered into the PIPE Purchase Agreement pursuant to which the Company agreed to issue and sell 20,000,000 shares of Series A Preferred Stock to the PIPE Purchaser for an aggregate purchase price of $40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $40.2 million aggregate principal amount of outstanding Convertible Note, plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue to the PIPE Purchaser immediately prior to the consummation, if any, of a Financing (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, the PIPE Warrant to purchase an aggregate of

Previous wording

We are actively pursuing the above actions. However, because obtaining the Requisite Stockholder Approvals and receipt of the Subsequent Financing described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern.

Current wording

We are actively pursuing the above actions. However, because receipt of the Financing described above is subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern.

Previous wording

The following table provides a summary of our cash flows for the three months ended March 31, 2025 and 2024:

Current wording

The following table provides a summary of our cash flows for the six months ended June 30, 2025 and 2024:

Previous wording

Cash flows used in operating activities decreased $7.2 million, or 25%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease is primarily attributable to the larger adjustments to the net loss related to non-cash losses on financial instruments and equity method investment in the three months ended March 31, 2025 compared to the prior year period.

Current wording

Net cash used in operating activities increased $0.1 million, or 0.3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily attributable to the larger adjustments to the net loss related to non-cash losses on financial instruments and equity method investment during the six months ended June 30, 2025 compared to the prior year period.

Previous wording

In the three months ended March 31, 2025, net cash provided by investing activities was $4.3 million, compared to net cash provided by investing activities of $9.2 million in the three months ended March 31, 2024. The change is primarily driven by the net cash inflows of $5.0 million from more debt securities maturing in the three months ended March 31, 2025.

Current wording

Net cash provided by investing activities was$11.5 million for the six months ended June 30, 2025, compared to $29.5 million of net cash provided by investing activities for the six months ended June 30, 2024. The change was primarily driven by the net cash inflows of $12.4 million from more debt securities maturing during the six months ended June 30, 2025.

Previous wording

In the three months ended March 31, 2025, net cash from financing activities was$12.5 million, compared to net cash provided by financing activities of$0.2 million in the three months ended March 31, 2024. The change was driven by the $12.5 million partial repayment of the Brookfield Loan.

Current wording

Net cash from financing activities was $25.6 million for the six months ended June 30, 2025, compared to net cash provided by financing activities of $0.2 million for the six months ended June 30, 2024. The change was driven by issuance of $40.0 million of Series A Preferred Stock with a corresponding $12.5 million partial repayment of the Brookfield Loan.

Previous wording

There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2025, from those disclosed in the Company’s 2024 Annual Report, except for the measurement of the Brookfield Loan liability:

Current wording

There have been no significant changes in our critical accounting estimates during the three and six months ended June 30, 2025, from those disclosed in the Company’s 2024 Annual Report, except for the measurement of the Brookfield Loan liability and Series A Convertible Senior Preferred Stock and PIPE Warrant.

Previous wording

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

Current wording

We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities (net of interest accretion reversal), change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note, change in fair value of the PIPE Warrant, change in fair value of the Brookfield Loan and loss from equity method investees, net. We monitor and have presented in this Quarterly Report Adjusted EBITDA because it is a key measure used by our management and the Board to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we include in net loss. Accordingly, we believe Adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects.