LanzaTech Narrows Losses, Boosts Cash Amid Revenue Dip

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

Sentiment: mixed

Topics: Clean Technology, Carbon Capture, Biotechnology, Sustainable Fuels, Q3 Earnings, Reverse Stock Split, SEC Filing

Related Tickers: LNZA, LNZAW

TL;DR

**LanzaTech's Q3 loss narrowed significantly, but revenue is still a concern; watch for sustained operational improvements before jumping in.**

AI Summary

LanzaTech Global, Inc. reported a net income of $2.861 million for the three months ended September 30, 2025, a significant improvement from a net loss of $57.431 million in the same period of 2024. However, for the nine months ended September 30, 2025, the company still posted a net loss of $48.867 million, albeit an improvement from the $110.738 million loss in the prior year. Total revenues decreased to $9.279 million for the three months ended September 30, 2025, down from $9.943 million in 2024, and fell to $27.846 million for the nine-month period from $37.562 million. This revenue decline was primarily driven by a decrease in contracts with customers and grants, and related party transactions. Research and development expenses decreased by 53.4% to $10.255 million for the three months and by 31.1% to $41.684 million for the nine months. The company's cash and cash equivalents decreased from $43.499 million at December 31, 2024, to $19.627 million at September 30, 2025. Strategic financial activities included the issuance of $15.050 million in preferred stock and $24.950 million from a PIPE Warrant, alongside the conversion of a Convertible Note into equity. The company also underwent a 1-for-100 reverse stock split effective August 18, 2025.

Why It Matters

LanzaTech's ability to significantly reduce its net loss for the quarter, despite a revenue decline, suggests improved operational efficiency or one-time gains, which is crucial for investor confidence in a capital-intensive green technology sector. The reverse stock split and new preferred stock issuance indicate a strategic effort to stabilize its financial position and maintain Nasdaq listing, impacting existing shareholders through dilution and potential price volatility. For customers and the broader market, LanzaTech's continued development of carbon refining technology remains vital for sustainable fuel and chemical production, positioning it competitively against other cleantech innovators.

Risk Assessment

Risk Level: medium — The company reported a net loss of $48.867 million for the nine months ended September 30, 2025, and cash and cash equivalents decreased from $43.499 million to $19.627 million over the same period, indicating ongoing cash burn. While the quarterly net income of $2.861 million is positive, it's largely driven by 'Other income (expense), net' of $18.670 million, suggesting potential non-recurring items rather than core operational profitability. The forward-looking statements explicitly mention the company's 'ability to continue operations as a going concern' and 'ability to attract new investors and raise substantial additional financing,' highlighting liquidity risks.

Analyst Insight

Investors should closely monitor LanzaTech's next earnings report for sustained profitability from core operations, not just one-time gains. Given the significant cash burn and reliance on external financing, a cautious approach is warranted until there's clear evidence of consistent revenue growth and positive operating cash flow. Consider this a speculative long-term play on green technology, but be aware of the high financial risk.

Financial Highlights

debt To Equity
Not Disclosed
revenue
$9.279M
operating Margin
Not Disclosed
total Assets
$99.290M
total Debt
$91.098M
net Income
$2.861M
eps
Not Disclosed
gross Margin
Not Disclosed
cash Position
$19.627M
revenue Growth
-6.7%

Revenue Breakdown

SegmentRevenueGrowth
Contracts with customers and grants$9.279M-6.7%
Related party transactionsNot DisclosedNot Disclosed

Key Numbers

Key Players & Entities

FAQ

What were LanzaTech Global, Inc.'s revenues for the three months ended September 30, 2025?

LanzaTech Global, Inc.'s total revenues for the three months ended September 30, 2025, were $9.279 million, a decrease from $9.943 million in the same period of 2024.

Did LanzaTech Global, Inc. achieve profitability in Q3 2025?

Yes, LanzaTech Global, Inc. reported a net income of $2.861 million for the three months ended September 30, 2025, a substantial improvement from a net loss of $57.431 million in Q3 2024.

How much cash and cash equivalents did LanzaTech Global, Inc. have as of September 30, 2025?

As of September 30, 2025, LanzaTech Global, Inc. had $19.627 million in cash and cash equivalents, down from $43.499 million at December 31, 2024.

What was the impact of the reverse stock split on LanzaTech Global, Inc. shares?

LanzaTech Global, Inc. completed a 1-for-100 reverse stock split of its common stock, effective August 18, 2025, which retroactively adjusted all common stock share and per share data presented in the filing.

What are LanzaTech Global, Inc.'s primary business activities?

LanzaTech Global, Inc. is a nature-based carbon refining company that transforms waste carbon into chemical building blocks for consumer goods like sustainable fuels, fabrics, and packaging. They also provide engineering services and sell CarbonSmart products.

What were LanzaTech Global, Inc.'s research and development expenses for the nine months ended September 30, 2025?

For the nine months ended September 30, 2025, LanzaTech Global, Inc.'s research and development expense was $41.684 million, a decrease from $60.548 million in the same period of 2024.

What significant financing activities did LanzaTech Global, Inc. undertake in the nine months ended September 30, 2025?

LanzaTech Global, Inc. raised $15.050 million from the issuance of preferred stock and $24.950 million from a PIPE Warrant, contributing to $25.619 million in net cash provided by financing activities.

What risks does LanzaTech Global, Inc. highlight in its forward-looking statements?

LanzaTech Global, Inc. highlights risks including its ability to continue operations as a going concern, attract new investors, maintain Nasdaq listing, execute business strategy, and remediate material weaknesses in internal controls.

How did LanzaTech Global, Inc.'s total assets change from December 31, 2024, to September 30, 2025?

LanzaTech Global, Inc.'s total assets decreased from $174.683 million at December 31, 2024, to $99.290 million at September 30, 2025.

What is the significance of the 'Other income (expense), net' for LanzaTech Global, Inc. in Q3 2025?

The 'Other income (expense), net' category showed a positive $18.670 million for Q3 2025, a significant swing from a negative $18.939 million in Q3 2024, contributing substantially to the reported net income for the quarter.

Risk Factors

Industry Context

LanzaTech operates in the sustainable fuels and chemicals sector, transforming waste carbon into valuable products. The industry is characterized by rapid technological innovation, increasing demand for sustainable alternatives, and significant capital requirements for scaling production. Key competitors and collaborators include other advanced biofuel producers, chemical companies exploring green alternatives, and technology licensors.

Regulatory Implications

As a publicly traded company, LanzaTech is subject to SEC regulations and reporting requirements. Changes in environmental regulations and government incentives for carbon capture and utilization technologies could significantly impact its business model and market opportunities. Compliance with international standards for emissions and sustainability is also crucial.

What Investors Should Do

  1. Monitor cash burn and future financing needs.
  2. Analyze revenue drivers and contract pipeline.
  3. Evaluate the effectiveness of cost-reduction measures.
  4. Assess the impact of the reverse stock split.
  5. Track progress on strategic initiatives and partnerships.

Key Dates

Glossary

PIPE Warrant
A warrant issued in connection with a Private Investment in Public Equity (PIPE) transaction, giving the holder the right to purchase stock at a specified price. (The company raised $24.950 million from PIPE Warrants, contributing to its financing activities.)
Convertible Note
A debt instrument that can be converted into equity (stock) of the issuing company under certain conditions. (A Convertible Note was converted into equity, impacting the company's debt and equity structure.)
Mezzanine Equity
A hybrid form of capital that bridges the gap between debt and equity, often featuring characteristics of both. (The company has $13,169 thousand in Mezzanine Equity, primarily from preferred stock issuance.)
Accumulated Deficit
The cumulative net losses of a company since its inception that have not been offset by net income. (The company has a significant accumulated deficit of $1,018,470 thousand, indicating historical unprofitability.)
Contract Assets
Assets recognized when a company has a right to consideration in exchange for goods or services that has not yet become unconditional. (Contract assets decreased from $18,975 thousand to $9,342 thousand, reflecting changes in revenue recognition and customer contracts.)
Right-of-use assets
Assets representing a lessee's right to use an underlying asset for the lease term under a lease agreement. (Right-of-use assets decreased from $26,790 thousand to $14,548 thousand, likely due to lease expirations or payments.)
SAFE Liability
A Simple Agreement for Future Equity, a financial instrument that allows for investment in a company with terms for future equity conversion. (The company had a Brookfield SAFE liability of $13,223 thousand as of December 31, 2024, which was no longer present as of September 30, 2025.)
Going Concern
An accounting principle that assumes a company will continue to operate for the foreseeable future. (The company's financial condition raises substantial doubt about its ability to continue as a going concern.)

Year-Over-Year Comparison

Compared to the prior year period, LanzaTech Global, Inc. has shown a significant improvement in net income, moving from a substantial net loss to a small profit in Q3 2025. However, this comes alongside a notable decline in total revenues for both the quarter and the nine-month period, driven by fewer customer contracts and grants. While R&D expenses have been reduced, the company's cash position has also significantly decreased, and it faces substantial going concern risks, necessitating ongoing financing activities.

Filing Stats: 4,746 words · 19 min read · ~16 pages · Grade level 19.2 · Accepted 2025-11-19 17:21:41

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 September 30, 2025 and December 31, 2024 4 Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 5 Consolidated Statements of Changes in Mezzanine Equity and Shareholders' Equity/(Deficit) for the three and nine months ended September 30, 2025 and 2024 6 Consolidated Statements of Cash Flows for the nine months ended September 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 43

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 58

Controls and Procedures

Item 4. Controls and Procedures 58

- Other Information

Part II - Other Information

Legal Proceedings

Item 1. Legal Proceedings 59

Risk Factors

Item 1A. Risk Factors 59

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 59

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 61

Signatures

Signatures 63 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, the "PIPE Purchase Agreement"); delays or interruptions in government contract awards, funding cycles or agency operations (including due to a government shutdown) that could postpone project milestones and defer related revenue recognition; 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 maintain the listing of our securities on the Nasdaq Stock Market LLC ("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

Financial Statements

Item 1. Financial Statements September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 19,627 $ 43,499 Held-to-maturity investment securities — 12,374 Trade and other receivables, net of allowance 8,700 9,456 Contract assets 9,342 18,975 Other current assets 12,960 15,030 Total current assets 50,629 99,334 Property, plant and equipment, net 18,293 22,333 Right-of-use assets 14,548 26,790 Equity method investment — 4,363 Equity security investment 14,990 14,990 Other non-current assets 830 6,873 Total assets $ 99,290 $ 174,683 Liabilities, Mezzanine Equity and Shareholders' Equity/(Deficit) Current liabilities: Accounts payable $ 6,202 $ 5,289 Other accrued liabilities 10,384 8,876 Warrants 43 3,531 Fixed Maturity Consideration and current FPA Put Option liability 4,123 4,123 Contract liabilities 2,042 6,168 Accrued salaries and wages 1,873 2,302 Current lease liabilities 169 158 Total current liabilities 24,836 30,447 Non-current lease liabilities 16,532 30,619 Non-current contract liabilities 5,901 5,233 FPA Put Option liability 30,015 30,015 Brookfield SAFE liability — 13,223 Brookfield Loan liability 13,300 — Convertible Note — 51,112 Other long-term liabilities 514 587 Total liabilities 91,098 161,236 Commitments and Contingencies (Note 16) Mezzanine Equity Convertible preferred stock, $ 0.0001 par value; 20,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 20,000,000 and no shares issued and outstanding as of September 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, $ 0.0000001 par value, 25,800,000 shares authorized as of September 30, 2025 and December 31, 2024; 2,319,960 and 1,949,157 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (1) 23 19 Additional paid-in capital 1,011,901 981,638 Ac

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, and Amendment No. 2 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated September 22, 2025, the "PIPE Purchase Agreement") pursuant to which the Company agreed to

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