LanzaTech Global, Inc.

Current report

An extended U.S. Government shutdown could materially adversely affect our business, results of operations, and financial condition.

Current report

A portion of our revenue is linked to projects supported directly or indirectly by U.S. government programs, including those administered by the Department of Energy (DOE). The U.S. continues to face a changing geopolitical environment, along with certain fiscal and economic challenges, and uncertainty exists regarding how future budget and program decisions will unfold. During periods of federal government shutdowns, many government agencies and contracting offices cease operations or operate at reduced capacity. These shutdowns may delay funding decisions, new contract awards, contract modifications, and may result in the suspension of ongoing work under existing contracts.

Current report

In the event of a prolonged federal government shutdown, we may experience delays in critical DOE-dependent project milestones. This could include:

Current report

•Postponed disbursement of grants or cooperative agreements;

Current report

•Slower progression through loan guarantee processes; and

Current report

•Financing bottlenecks for cost-share projects reliant on DOE commitments.

Current report

Such delays could shift expected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for projects in earlier cohorts where DOE involvement plays a catalytic role.

Current report

Government shutdowns can also create uncertainty in federal budgeting and procurement priorities, which could reduce future opportunities for our products. We continue to actively manage this risk by seeking to diversify our project funding sources, engage private capital partners, and sequence project cohorts to mitigate dependency. Nonetheless, these efforts may not be successful, and prolonged government funding disruptions could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.

Current report

The timing and duration of any shutdown are unpredictable, and we cannot estimate the ultimate effect on our business. Any prolonged or repeated shutdowns could have a material adverse effect on our financial condition, results of operations, and ability to execute our strategic objectives.

Current report

None

Previous report

Item1A. Risk Factors

Previous report

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

Previous 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 20,000,000 shares of Series A Preferred Stock that are convertible on a one-to-one basis into shares of common stock and (ii) agreed to issue immediately prior to the consummation 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, the PIPE Warrant to purchase 780,000,000 shares of common stock. The Company also agreed to use its reasonable best efforts to consummate a Subsequent Financing. In addition, pursuant to the PIPE Purchase Agreement, 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 report

Securing such 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 any Financing. Any such expenses will decrease the remaining cash available for use in our business. Additionally, securing any Financing will be dependent on a number of factors that may be beyond our control, including, among other things, market conditions and, the interest of third party investors. We are actively pursuing a Financing; however, we don’t currently have any committed capital and we have had difficulties raising capital in the past. There can be no assurance that any Financing will be successfully consummated or achieve the anticipated results.

Previous report

If we are unable to complete any Financing or otherwise obtain 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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

See Note 9 – Preferred Stock and PIPE Warrantto 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.