LanzaTech Global, Inc.

Current report

Our stockholders will experience substantial dilution as a result of the exercise of the PIPE Warrant and the consummation of a Financing; and Nasdaq has used its discretionary authority to delist securities in largely dilutive transactions.

Current report

As of August 14, 2025, we had 231,995,967 shares of common stock issued and outstanding and a large number of shares of common stock reserved for future issuance in connection with warrants, equity-based awards granted under the executive compensation plans of the Company and the conversion of the Series A Preferred Stock. Pursuant to the PIPE Purchase Agreement, we have also agreed upon satisfaction of certain conditions to issue the PIPE Warrant to purchase up to 780,000,000 shares of common stock, which PIPE Warrant will become exercisable if and when the Conditions to Exercise have been satisfied. Additionally, a Financing, if consummated, could result in the issuance of up to 1,200,000,000 shares of common stock. The issuance of additional shares of common stock upon the exercise of the PIPE Warrant and the consummation of a Financing, if any, could result in the issuance of a maximum of 1,980,000,000 shares of common stock (without giving effect to the Reverse Stock Split), increasing the number of shares issued and outstanding as of August 14, 2025 by 853%, which would result in significant dilution for stockholders of their ownership and voting interests in the Company.

Current report

In addition, under Nasdaq Listing Rule 5101, Nasdaq has broad discretionary authority to delist securities out of public interest concerns even if a company otherwise meets all enumerated criteria for continued listing and has received stockholder approval as required by its organizational documents and Nasdaq Listing Rules. Nasdaq has exercised such authority in the past to make delisting determinations with respect to listed companies due to concerns relating to substantial stockholder dilution, including significant increases in authorized shares without a corresponding immediate use for a significant portion of such shares and reverse stock splits that do not include a corresponding decrease to authorized shares.

Current report

We cannot assure you that Nasdaq will not exercise its discretionary authority to make a delisting determination with respect to our common Stock or that we will be successful in challenging any such determination. If the Company’s common Stock were to be delisted, it would adversely affect the value and liquidity of the common Stock and could also affect the Company’s ability to raise additional financing through a public or private sale of equity securities in the future.

Current report

There has not been an active market for trading in our common stock, and the issuance of shares upon conversion of the Series A Preferred Stock, exercise of the PIPE Warrant and in connection with a Financing will concentrate our share ownership and could further limit trading activity.

Current report

There currently is not an active market for trading in our common stock, which we believe is in part due to the strategic processes we were evaluating and that resulted in the issuance of the Series A Preferred Stock.

Current report

In addition, if we issue shares of common stock upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrant and in connection with a Financing, the ownership of our common stock will be concentrated in a limited number of holders. Assuming (i) the full conversion of the Series A Preferred Stock into common stock, (ii) the full cashless exercise of the PIPE Warrant for shares of common stock and (iii) the issuance of $35.0 million in value of shares of our common stock (or 700,000,000 of shares of common stock at a price of $0.05 per share) to new investors with no current shareholdings in the Company and that are not affiliated with Khosla Ventures and its affiliates (i.e., the minimum share issuance in a Subsequent Financing), Khosla Ventures and its affiliates would beneficially own approximately 48.7% of the outstanding shares of common stock, which would represent the largest ownership position of the Company, the investors in such Financing would collectively beneficially own approximately 40.4% of the outstanding shares of common stock and no other existing stockholder would beneficially own 5% or more of the outstanding shares of common stock. To the extent that Khosla Ventures and its affiliates or any existing Company stockholder participates in any such Financing, their beneficial ownership would further increase and if only one investor participates in the Financing, such investor would beneficially own a significant portion of our common stock with the upper levels of such ownership dependent on the size of any Financing and the levels of participation therein. This concentration of share ownership could further limit trading activity in our common stock and make it more difficult for stockholders to sell their common stock at prevailing market prices or at all.

Current report

Khosla Ventures and its affiliates will have significant influence over us following the exercise of the PIPE Warrant, and their interests may conflict with those of our other stockholders in the future.

Current report

Khosla Ventures and its affiliates currently have the largest ownership position in the Company, which position will increase upon exercise of the PIPE Warrant and which would be further concentrated to the extent they participate in a Financing. See “-There has not been an active market for trading in our common stock, and the issuance of shares upon conversion of the Series A Preferred Stock, exercise of the PIPE Warrant and in connection with a Financing will concentrate our share ownership and could further limit trading activity.” Under the Certificate of Designation, the 20,000,000 shares of Series A Preferred Stock are entitled to an aggregate of 60,000,000 votes. As a result, and so long as they hold a significant amount of our voting power, Khosla Ventures and its affiliates will have significant influence over the outcome of all matters requiring stockholder approval, including the election and removal of our directors, and thereby our corporate and management policies. In addition, Khosla Ventures and its affiliates may vote their shares in a manner that, in their judgment, could enhance their investment, but which may conflict with our interests or those of our other stockholders. This concentration of ownership may also delay or deter possible changes in control of the Company or deprive our other stockholders of an opportunity to receive a premium for their shares of common stock as part of a sale of the Company, which may ultimately affect the market price of our common stock.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

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

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

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

Previous report

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

Previous 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;

Previous report

•limited amount of analyst coverage, if any; and

Previous report

•decreased liquidity of our common stock.

Previous 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.