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 2025 Annual Report. In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc. and its consolidated subsidiaries. References to “AMCI” refer to AMCI Acquisition Corp. II prior to the Business Combination. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include without limitation those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified in Part I, “Item 1A-Risk Factors” of the Company’s 2025 Annual Report.

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

Previous wording

LanzaTech employs a licensing business model whereby our customers build, own and operate facilities that use our technology, and in return, we are paid a royalty fee based on the revenue generated from the use of our technology. We are augmenting our technology licensing business model to incorporate incremental ownership and operatorship in the biorefining value chain, enabling greater control over development, financing, and product access. We began operations in 2005. In 2018, through our joint venture with Shougang LanzaTech (also referred as “SGLT” herein), we established the world’s first commercial waste gas-to-ethanol plant in China, followed by three more plants between 2021 and 2023. With additional partnerships, we established two more commercial plants, one in India, and one in Belgium, respectively, and we currently have other plants in various states of development in various countries around the world. We also perform research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. In June 2024, the Company and LanzaJet launched CirculAir™, a new joint offering and end-to-end solution utilizing LanzaTech’s gas fermentation technology in conjunction with LanzaJet’s Alcohol-to-Jet (“ATJ”) platform to produce sustainable aviation fuel and renewable diesel from a wide range of waste feedstocks.

Current wording

LanzaTech employs a licensing business model whereby our customers build, own and operate facilities that use our technology, and in return, we are paid a royalty fee based on the revenue generated from the use of our technology. We are augmenting our technology licensing business model to incorporate incremental ownership and operatorship in the biorefining value chain, enabling greater control over development, financing, and product access. We began operations in 2005. In 2018, through our joint venture with Shougang LanzaTech (also referred to as “SGLT” herein), we established the world’s first commercial waste gas-to-ethanol plant in China, followed by three more plants between 2021 and 2023. With additional partnerships, we established two more commercial plants, one in India, and one in Belgium, respectively, and we currently have other plants in various states of development in various countries around the world. We also perform research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. In June 2024, the Company and LanzaJet launched CirculAir™, a new joint offering and end-to-end solution utilizing LanzaTech’s gas fermentation technology in conjunction with LanzaJet’s Alcohol-to-Jet (“ATJ”) platform to produce sustainable aviation fuel and renewable diesel from a wide range of waste feedstocks.

Previous wording

We have not achieved operating profitability since our formation. Our net losses after tax were $14.7 million and $19.2 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $1,033.2 million compared to an accumulated deficit of $1,018.6 million as of December 31, 2025. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.

Current wording

We have not achieved operating profitability since our formation. We had net income of $169.6 million for the six months ended June 30, 2026, primarily as a result of fair value gain on our investment in SGLT, compared with a net loss of $(51.7) million for the six months ended 2025. As of June 30, 2026, we had an accumulated deficit of $848.9 million compared to an accumulated deficit of $1,018.6 million as of December 31, 2025. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.

Previous wording

On August 15, 2025, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to (1) decrease the par value of the Company’s common stock (“Common Stock”) from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of Common Stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m. Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding Common Stock and proportionately decrease the number of authorized shares of Common Stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m. Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”). The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025).

Current wording

On August 15, 2025, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to (1) decrease the par value of the Company’s common stock (“Common Stock”) from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of Common Stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m. Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding Common Stock and proportionately decrease the number of authorized shares of Common Stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m. Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”). The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025).

Previous wording

On January 21, 2026, the Company completed a private placement of its Common Stock, to certain existing and new institutional investors pursuant to subscription agreements, issuing 4,000,000 shares of Common Stock (the “January Subscribed Shares”) at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares to such investors in consideration for funding their purchase price no later than January 21, 2026 (the “January 2026 Financing”). Concurrently with the January 2026 Financing, the Company issued to LT Global the PIPE Warrant (as defined below). Additionally, on May 10, 2026, the Company entered into a subscription agreement (“Subscription Agreement”) with LanzaTech Global SPV, LLC (“LT Global”), pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Stock (the “May Subscribed Shares”) at a per share purchase price of $10.00 (the “Purchase Price”), resulting in gross proceeds to the Company of $10,000,000. The Subscription Agreement also provides that each of LT Global and the Company shall have the right from time to time, upon written notice to the other, to require the issuance and purchase of a number of additional shares of Common Stock at the Purchase Price for an aggregate purchase price of up to $20,000,000 at any time and from time to time prior to May 13, 2027, subject to the terms and conditions set forth in the Subscription Agreement, including that no Liquidation Event (as defined in the Subscription Agreement and including certain bankruptcy and insolvency related events) shall have occurred and be continuing and a bring down of customary representations and warranties. In addition, in order for the Company to require the issuance and sale of additional shares with a value in excess of $10,000,000, the Company must establish that it had less than $40,000,000 of cash on its balance sheet as of the last day of the most recently ended calendar month. See Note 16 — Subsequent Events below.

Current wording

On May 10, 2026, the Company entered into a subscription agreement (“Subscription Agreement”) with LanzaTech Global SPV, LLC (“LT Global”), pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Stock (the “Subscribed Shares”) at a per share purchase price of $10.00 (the “Purchase Price”), resulting in gross proceeds to the Company of $10.0 million. The Subscription Agreement provides that each of LT Global and the Company shall have the right from time to time, upon written notice to the other, to require the issuance and purchase of additional shares of Common Stock at the Purchase Price for an aggregate purchase price of up to $20.0 million (“Full Additional Shares Amount”) at any time prior to May 13, 2027, subject to the terms and conditions set forth in the Subscription Agreement. The Subscription Agreement provided that in order for the Company to require the purchase of additional shares with a value in excess of $10.0 million, the Company must establish that it had less than $40.0 million of cash on its balance sheet as of the last day of the most recently ended calendar month (the “Cash Requirement”).

Previous wording

As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet decreased from approximately 53.16% as of December 31, 2025 to approximately 46% on a fully diluted basis as of February 11, 2026. The Company continues to account for its investment in LanzaJet under the equity method of accounting.

Current wording

As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet decreased from approximately 53.16% as of December 31, 2025 to approximately 46.0% on a fully diluted basis as of February 11, 2026. In March and June 2026, LanzaJet issued additional Series A Preferred Stock to a third party, reducing the Company’s ownership interest to approximately 45.7%. The Company continues to account for its investment in LanzaJet under the equity method of accounting.

Previous wording

During the first quarter of 2026, LanzaTech further advanced its strategic initiatives aimed at scaling commercialization, improving capital efficiency, and enhancing execution across its operating platform. These efforts continue to reflect a deliberate transition away from one-off projects and toward a more structured approach where multiple projects (the cohort) are managed, supported, and progressed together.

Current wording

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

Previous wording

As of March 31, 2026, the Company is progressing four projects within its initial cohort, applying a common development framework across the portfolio. While the projects share a coordinated approach, they are advancing at different speeds. The lead project has progressed to final offtake negotiations and is expected to serve as a pathfinder, establishing the commercial and financing framework for the broader portfolio. The remaining projects are advancing in parallel, with development timelines aligned with regulatory approvals, customer readiness, and financing, with the earliest targeted to be completed in the first half of 2027.

Current wording

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

Previous wording

The key elements of the Company’s performance for the three months ended March 31, 2026 and 2025 are summarized in the tables below:

Current wording

Key elements of the Company’s performance for the three months ended June 30, 2026 and 2025 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, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield Loan liability, change in fair value of the Convertible Note, 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 income (loss), excluding depreciation expense, interest income, net, stock-based compensation expense, income (loss) from equity method investees, net, unrealized gains and losses arising from the fair value remeasurement of investments, and gains and losses arising from the remeasurement, extinguishment, conversion or settlement of financial instruments, including warrant liabilities, the Brookfield SAFE liability, the Brookfield Loan liability, the Convertible Note and other similar non-cash or non-operating items. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with GAAP. See "Non-GAAP Financial Measures" for additional information and a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable GAAP measure.

Previous wording

Total revenue increased $2.5 million, or 26.8%, in the three months ended March 31, 2026, compared to the same period in the prior year. The increase was driven by a $4.6 million increase in engineering and other services revenue primarily due to the start of new projects with new and existing customers. The increase was partially offset by a $1.1 million reduction in JDA revenue reflecting project completions. The increase was also partially offset by a $0.5 million decrease in revenue received from LanzaJet for their sublicensing of our technology, a $0.4 million decrease in revenue from contract research sales and a $0.2 million decrease in revenue from sales of CarbonSmart products.

Current wording

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

Previous wording

Cost of revenues increased $0.8 million, or 10.4%, in the three months ended March 31, 2026, compared to the same period in the prior year. The increase was primarily driven by a $1.7 million increase in costs related to engineering and other services revenue, which increase was consistent with higher production and sales volumes during the period. This increase was partially offset by a $0.5 million decrease in costs related to JDAs, a $0.4 million decrease in costs associated with other contract research activities and a $0.1 million decrease in costs associated with CarbonSmart product sales. The change in cost composition reflects the Company’s evolving business model, with a greater share of costs now attributable to product manufacturing and commercialization rather than service-based project activity.

Current wording

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

Previous wording

R&D expense decreased $12.5 million, or 75.7%, in the three months ended March 31, 2026, compared to the same period in the prior year. The decrease was primarily driven by an $11.1 million reduction in personnel and contractor expenses reflecting the impact of the Company’s cost optimization and organizational streamlining initiatives including headcount reductions implemented during 2025. These reductions align with management’s ongoing focus on prioritizing core R&D programs and improving operating efficiency. The decrease is also due to a $1.1 million decline in external R&D services expenses related to project development costs and a $0.3 million decrease in facilities and consumables expenses.

Current wording

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

Previous wording

Interest income, net decreased $0.3 million in the three months ended March 31, 2026 compared to the same period in the prior year. This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.

Current wording

Interest income, net decreased by $0.4 million in the six months ended June 30, 2026 compared to the same period in the prior year. This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.

Previous wording

As of March 31, 2026, compared to December 31, 2025, LanzaTech’s cash, cash equivalents, and restricted cash increased by $6.7 million, or 39.4%, primarily due to $20 million of proceeds from issuing Common Stock, partially offset by losses from operations and the $2 million purchase of LanzaJet Series A Preferred Stock.

Current wording

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

Previous wording

As of March 31, 2026, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), and the Brookfield Loan. We are not subject to any externally imposed capital requirements. As of March 31, 2026, our outstanding debt comprised the Brookfield Loan, which is classified as a liability for accounting purposes, on our consolidated balance sheets as of March 31, 2026. For a description of this investment see Note 6 – Brookfield Investments.

Current wording

As of June 30, 2026, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), and the Brookfield Loan. We are not subject to any externally imposed capital requirements. As of June 30, 2026, our outstanding debt comprised the Brookfield Loan, which is classified as a liability for accounting purposes, on our consolidated balance sheets as of June 30, 2026. For a description of this investment see Note 6 – Brookfield Instruments.

Previous wording

The Company has recurring net losses and anticipates continuing to incur losses. The Company had cash and cash equivalents of $19.9 million and an accumulated deficit of $(1,033.2) million as of March 31, 2026, along with cash outflows from operations of $(9.3) million and net loss of $(14.7) million for the three months ended March 31, 2026. The Company has historically funded its operations through the Business Combination, issuances of equity securities, and debt financing, as well as from revenue generating activities with commercial and governmental entities.

Current wording

The Company has incurred recurring net losses and anticipates continuing to incur losses. The Company had cash and cash equivalents of $45.0 million and an accumulated deficit of $(848.9) million as of June 30, 2026, along with cash outflows from operations of $(10.7) million and net income of $169.6 million for the six months ended June 30, 2026. The net income primarily reflects the $208.1 million fair value gain on the Company’s SGLT investment. The Company has historically funded its operations through the Business Combination, issuances of equity securities, and debt financing, as well as from revenue generating activities with commercial and governmental entities.

Previous wording

The following table provides a summary of our cash flows for the three months ended March 31, 2026 and 2025:

Current wording

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

Previous wording

Net cash used in operating activities decreased $11.8 million, or 56.1%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily attributable to the Company’s efforts to reduce operational costs and increased revenues during the three months ended March 31, 2026 compared to the prior year period.

Current wording

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

Previous wording

Net cash used in investing activities was$2.0 million for the three months ended March 31, 2026, compared to $4.3 million of net cash provided by investing activities for the three months ended March 31, 2025. The decrease of $6.3 million was primarily due to reduction of proceeds from the maturities of debt securities received in 2025 and the purchase of LanzaJet Series A Preferred Stock in 2026, partially offset by a reduction in capital expenditure.

Current wording

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

Previous wording

Net cash provided by financing activities was $18.0 million for the three months ended March 31, 2026, compared to net cash used in financing activities of $12.5 million for the three months ended March 31, 2025. The change was driven by $20 million of proceeds from the issuance of our Common Stock, partially offset by the $2 million settlement of our FPA Warrants during thethree months ended March 31, 2026, and the $12.5 million partial repayment of the Brookfield Loan in the three months ended March 31, 2025.

Current wording

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

Previous wording

There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2026, from those disclosed in the Company’s 2025 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, 2026, from those disclosed in the Company’s 2025 Annual Report, except for the measurement of the Brookfield Loan liability.

Previous wording

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

Current wording

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

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, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield Loan liability (net of interest accretion reversal), change in fair value of the Convertible Note, 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 net income (loss), excluding depreciation expense, interest income, net, stock-based compensation expense, income (loss) from equity method investees, net, unrealized gains and losses arising from the fair value remeasurement, extinguishment, conversion or settlement of financial instruments, including warrant liabilities, the Brookfield SAFE liability, the Brookfield Loan liability, the Convertible Note, and other similar non-cash or non-operating items. We monitor and have presented in this Quarterly Report Adjusted EBITDA because it is a key measure used by our management and the Board to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we include in net loss. Accordingly, we believe Adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects.

Previous wording

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. For example, Adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; (iii) excludes gain or losses on equity method investee; and (iv) excludes certain income or expense items that do not provide a comparable measure of our business performance. In addition, the expenses and other items that we exclude in our calculations of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results. In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

Current wording

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

Previous wording

The following table reconciles Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP:

Current wording

The following table reconciles Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP:

Previous wording

Reconciliation of Net Loss to Adjusted EBITDA

Current wording

Reconciliation of Net Income (Loss) to Adjusted EBITDA