LNZA — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• 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 purchas…

• On May 15, 2026, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with certain institutional investors (together, the “Investors”), providing for the issuance and sale by the Company of an aggregate of 2,000,000 shares of the Company’s Common Stock. Such sha…

• On June 3, 2026, Beijing Shougang LanzaTech Technology Co., Ltd. (“SGLT”), a joint venture in which the Company held an approximately 9.31% equity interest, prior to the offering described below, completed its initial public offering of 40.0 million H Shares on The Stock Exchange of Hong Kong Limite…

• The final offer price was priced at a U.S. dollar equivalent of approximately US$1.86 per H Share, based on the applicable exchange rate, resulting in gross proceeds to SGLT of approximately US$75.0 million, before deducting offering expenses. Based on the final offer price, upon listing SGLT had an…

• The Company did not sell any shares in connection with the offering and did not receive any proceeds from the transaction. Following completion of the offering, the Company held, through its subsidiary, 33,520,231 H Shares of SGLT, representing approximately 8.38% of SGLT’s total issued share capita…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• 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 tow…

• Under this cohort-based operating framework, cohort projects are organized by stage of development, financial readiness, and progress toward securing offtake agreements. Each cohort advances through defined development stages—from early-stage services and engineering support to equipment deployment,…

• Looking ahead, execution of the cohort-based model remains central to the Company’s long-term strategy with success dependent on sustained access to capital, disciplined project advancement, and effective coordination across technical, regulatory, and financing workstreams.

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

• (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 L…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• The Company also previously identified control deficiencies related to the impact of headcount reductions and turnover in certain senior and control-related roles during 2025, which contributed to resource constraints within the finance and accounting function and adversely affected the timely execu…

• Management will continue to evaluate the design and operating effectiveness of the enhanced controls over a sustained period. The Company will not consider the material weaknesses remediated until the enhanced controls have operated effectively for a sufficient period of time and management has conc…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• The Company also previously identified control deficiencies, which remain present as of the Evaluation Date, related to the impact of headcount reductions and turnover in certain senior and control-related roles during 2025, including during the quarter ended September 30, 2025. These changes affect…

• The implementation of our remediation measures will require validation and testing of the design and operating effectiveness of internal controls over a sustained period. We will not consider the material weaknesses remediated until our enhanced controls are operational for a sufficient period of ti…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• There are no material legal proceedings to which the Company is currently a party.

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• The Company is, and may from time to time be, involved in legal proceedings and exposed to potential claims in the normal course of business. Although we cannot predict the ultimate outcome of any legal matter with certainty, we currently do not believe the outcome of any of our pending legal procee…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• 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.

• 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 ap…

• 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…

• 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 pro…

• 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 r…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• On May 10, 2026, the Company entered into a subscription agreement (“Subscription Agreement”) with LanzaTech Global SPV, LLC (“LT Global”), an entity controlled by a large existing investor, pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Sto…

• The Subscription Agreement also provides the Subscriber with certain consent rights with respect to future financings by the Company for a period of two years in the case of the issuance and sale of Common Stock and three years in the case of the incurrence of any indebtedness or the issuance and sa…

• The offer and issuance of the May Subscribed Shares was not registered under the Securities Act, or any state securities laws. The May Subscribed Shares were issued in reliance on the exemption from registration

• provided by Section 4(a)(2) under the Securities Act. The Company is not required to file a registration statement providing for the resale of the Shares.

• The foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Subscription Agreement, a copy of which is being filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.