LanzaTech Global, Inc.

Current report

Because our investment in SGLT represents a substantial portion of our total assets, fluctuations in the market price of SGLT’s H Shares could materially affect our financial condition and results of operations, and we may not be able to realize the carrying value of our investment.

Current report

Following the June 2026 initial public offering of Beijing Shougang LanzaTech Technology Co., Ltd. (“SGLT”), we measure our investment in SGLT at fair value based on the quoted market price of its H Shares. As of June 30, 2026, we held, through a subsidiary, 33,520,231 SGLT H Shares, representing approximately 8.38% of SGLT’s total issued share capital. Our investment had a fair value of $223.1 million and represented approximately 68.2% of our total assets as of that date. Accordingly, even relatively modest fluctuations in SGLT’s share price could materially affect our reported assets and cause volatility in our results of operations unrelated to our operating performance.

Current report

SGLT’s H Shares have a limited public trading history, and their market price may be volatile. The market price may be affected by SGLT’s operating performance, financial condition, business prospects and management decisions; trading volume and liquidity in its H Shares; actual or anticipated sales of shares by its stockholders; general economic and market conditions; developments in the legal, regulatory, political and economic environments of the PRC and Hong Kong; fluctuations in foreign currency exchange rates; the actual or perceived performance, reliability and market acceptance of our process technology deployed by SGLT and its controlled entities; and other factors beyond our control. We do not control SGLT or its management, operations, strategic decisions, capital allocation or dividend policy.

Current report

Our commercial relationship with SGLT compounds this concentration risk because SGLT’s business is closely tied to the commercialization of our technology in China. Entities controlled by SGLT operate four commercial-scale facilities using our process technology, and SGLT licenses certain of our process technology and may sublicense that technology in China. We may derive future royalty revenue from SGLT’s sublicensing activities and also supply SGLT with materials required for our proprietary gas fermentation process and provide equipment, consulting and engineering services. Accordingly, any actual or perceived performance shortfall or other adverse development involving our technology—or any inability to deploy or operate it successfully at commercial scale—could reduce or delay potential royalty revenue, disrupt our other commercial arrangements with SGLT, depress the market price of SGLT’s H Shares and harm broader acceptance and commercialization of our technology.

Current report

Our pre-IPO SGLT shares are subject to a one-year transfer restriction following the June 3, 2026 listing, subject to the terms of SGLT’s governing documents and applicable law. During this period, the restriction materially limits our ability to sell or otherwise monetize the shares, including in response to a decline in SGLT’s share price or to satisfy our liquidity needs. After the restriction expires, our ability to monetize the investment may remain limited by applicable law, market conditions, trading liquidity and the size of our position. The quoted market price may not represent the price at which we could sell all or a substantial portion of our holdings, and any such sale, or the perception that such a sale may occur, could depress SGLT’s share price. Consequently, we may ultimately realize materially less than the value at which the investment is reported in our financial statements, which could materially adversely affect our financial condition, results of operations, liquidity and the market price of our common stock.

Current report

Except for the unregistered sale of 1,000,000 shares of Common Stock to LanzaTech Global SPV, LLC on May 13, 2026, as previously reported in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed May 14, 2026, there were no unregistered sales of equity securities during the three months ended June 30, 2026 that were required to be reported under this Item and had not previously been reported.

Previous report

Except for the unregistered sales of securities previously disclosed in the Company’s Current Report on Form 8-K filed January 23, 2026 and the unregistered sale of the May Subscribed Shares (as defined below) discussed in Part II, Item 5 of this Quarterly Report, which is incorporated by reference into this Item 2, there were no unregistered sales of equity securities in the period between January 1, 2026 and the date of filing of this Quarterly Report.