LanzaTech Global Files Q2 2025 10-Q

Ticker: LNZAW · Form: 10-Q · Filed: Aug 19, 2025 · CIK: 1843724

Lanzatech Global, INC. 10-Q Filing Summary
FieldDetail
CompanyLanzatech Global, INC. (LNZAW)
Form Type10-Q
Filed DateAug 19, 2025
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.0000001
Sentimentneutral

Sentiment: neutral

Topics: 10-Q, quarterly-report, financials

TL;DR

LanzaTech's Q2 2025 10-Q is in. Check financials.

AI Summary

LanzaTech Global, Inc. filed its 10-Q for the period ending June 30, 2025. The company, formerly AMCI Acquisition Corp. II, is involved in industrial organic chemicals. Key financial data and operational details for the second quarter of 2025 are presented in this filing.

Why It Matters

This filing provides investors with an update on LanzaTech's financial performance and operational status for the second quarter of 2025, crucial for understanding its current business trajectory.

Risk Assessment

Risk Level: medium — As a publicly traded company, LanzaTech faces inherent market and operational risks detailed in its SEC filings.

Key Numbers

Key Players & Entities

FAQ

What is the reporting period for this 10-Q filing?

The Conformed Period of Report is 20250630, indicating the filing covers the period ending June 30, 2025.

What was LanzaTech Global, Inc.'s former name?

LanzaTech Global, Inc. was formerly known as AMCI Acquisition Corp. II, with a date of name change on 20210201.

What is LanzaTech's Standard Industrial Classification (SIC) code?

LanzaTech's SIC code is 2860, categorized under INDUSTRIAL ORGANIC CHEMICALS.

When was this 10-Q filing submitted to the SEC?

The filing was submitted on 20250819.

What is LanzaTech's primary business address?

LanzaTech's business address is 8045 LAMON AVENUE, SUITE 400, SKOKIE, IL 60077.

Filing Stats: 4,685 words · 19 min read · ~16 pages · Grade level 19.6 · Accepted 2025-08-19 17:12:24

Key Financial Figures

Filing Documents

- Financial Information

Part I - Financial Information

Financial Statements (unaudited)

Item 1. Financial Statements (unaudited) 4 Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 4 Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024 5 Consolidated Statements of Changes in Mezzanine Equity and Shareholders' Equity /(Deficit) for the three and six months ended June 30, 2025 and 2024 6 Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 8 Notes to the Consolidated Financial Statements 10 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 40

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 57

Controls and Procedures

Item 4. Controls and Procedures 57

- Other Information

Part II - Other Information

Legal Proceedings

Item 1. Legal Proceedings 58

Risk Factors

Item 1A. Risk Factors 58

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 60

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 60

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 60

Other Information

Item 5. Other Information 60

Exhibits

Item 6. Exhibits 63

Signatures

Signatures 65 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (the "Form 10-Q" or "Quarterly Report") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are subject to the "safe harbor" created by those sections. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements.

Forward-looking statements may include, for example, statements about

Forward-looking statements may include, for example, statements about: our ability to continue operations as a going concern; our ability to consummate the transactions contemplated by the Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025 (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, the "PIPE Purchase Agreement"); our ability to attract new investors and raise substantial additional financing to fund our operations and/or execute on our other strategic options; our ability to regain compliance with the listing rules of the Nasdaq Stock Market LLC ("Nasdaq") and maintain the listing of our securities on Nasdaq; our ability to execute on our business strategy and achieve profitability; our ability to attract, retain and motivate qualified personnel; our anticipated growth rate and market opportunities; the potential liquidity and trading of our securities; our future financial performance and capital requirements; our assessment of the competitive landscape; our ability to comply with laws and regulations applicable to our business; our ability to enter into, successfully maintain and manage relationships with industry partners; the availability of governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization; our ability to adequately protect our intellectual property rights; our ability to manage our growth effectively; our ability to increase our revenue from engineering services, sales of equipment packages and sales of CarbonSmart products and to improve our operating results; and our ability to remediate the material weaknesses in our internal control over financial reporting and to maintain effective internal controls. 2 We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report. These forward-looking

Financial Statements

Item 1. Financial Statements June 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 37,367 $ 43,499 Held-to-maturity investment securities — 12,374 Trade and other receivables, net of allowance 7,079 9,456 Contract assets 8,016 18,975 Other current assets 13,689 15,030 Total current assets 66,151 99,334 Property, plant and equipment, net 19,215 22,333 Right-of-use assets 15,030 26,790 Equity method investment — 4,363 Equity security investment 14,990 14,990 Other non-current assets 910 6,873 Total assets $ 116,296 $ 174,683 Liabilities, Mezzanine Equity and Shareholders' Equity/(Deficit) Current liabilities: Accounts payable $ 3,944 $ 5,289 Other accrued liabilities 12,647 8,876 Warrants 296 3,531 PIPE Warrant 28,350 — Fixed Maturity Consideration and current FPA Put Option liability 4,123 4,123 Contract liabilities 3,547 6,168 Accrued salaries and wages 2,739 2,302 Current lease liabilities 170 158 Total current liabilities 55,816 30,447 Non-current lease liabilities 16,645 30,619 Non-current contract liabilities 5,887 5,233 FPA Put Option liability 30,015 30,015 Brookfield SAFE liability — 13,223 Brookfield Loan liability 19,435 — Convertible Note — 51,112 Other long-term liabilities 513 587 Total liabilities 128,311 161,236 Commitments and Contingencies (Note 15) Mezzanine Equity Redeemable convertible preferred stock, $ 0.0001 par value; 20,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 20,000,000 and no shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 2 — Preferred stock - additional paid-in capital 13,167 — Total mezzanine equity 13,169 — Shareholders' Equity/(Deficit) Common stock, $ 0.0001 par value, 600,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 231,995,967 and 194,915,711 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 23 19 Additional paid-in capital 994,394 9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of the Business LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. II ("AMCI") prior to February 8, 2023, was incorporated as a Delaware corporation on January 28, 2021. On March 8, 2022, LanzaTech NZ, Inc. ("Legacy LanzaTech") entered into an Agreement and Plan of Merger with AMCI and AMCI Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of AMCI ("Merger Sub"). On February 8, 2023, Legacy LanzaTech completed its business combination with AMCI by which Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the "Business Combination"). The reporting entity is LanzaTech Global, Inc. and its subsidiaries (collectively referred to herein as "the Company", "LanzaTech" "we", "us", "our"). The Company's common stock trades under the ticker symbol "LNZA" and its Public Warrants trade under the ticker symbol "LNZAW" on the Nasdaq Stock Market. The Company is headquartered in Skokie, Illinois, USA. The Company is a nature-based carbon refining company that transforms waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives. The Company's customers leverage its proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into sustainable fuels and chemicals such as ethanol. The Company performs related services such as feasibility studies, engineering services, and research and development ("R&D") in biotechnology for commercial and government entities. The Company also purchases low carbon chemicals produced at customer facilities employing the Company's technology and sells them under the brand name CarbonSmart. The Company has also been developing the capabilities to produce single cell protein as a primary product from its

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In light of the Company's operating requirements and projected capital expenditure under its current business plan, the Company is projecting that its existing cash and short-term debt securities will not be sufficient to fund its operations through the next twelve months from the date of issuance of this Quarterly Report on Form 10-Q. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern. The Company is focusing on streamlining its business priorities, taking actions to reduce its cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options. In accordance with Accounting Standards Update ("ASU") No. 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40)," management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company's ability to continue as a going concern through the next twelve months from the date of issuance of these unaudited consolidated financial statements and has determined that the Company's ability to continue as a going concern is dependent on its ability to raise significant amounts of additional capital, implement other strategic options, and execute its business plan. On May 7, 2025 (the "PIPE Closing Date"), LanzaTech Global, Inc. (the "Company") and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the "PIPE Purchaser"), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, the "PIPE Purchase Agreement") pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock designated as "Series A Convertible Senior Preferred Stock",

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