Lanzatech Global Inc.

05/14/2026 | Press release | Distributed by Public on 05/14/2026 04:11

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
Overview
We are a carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as fuels, fabrics, and packaging that people use in their daily lives. Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into fuels and chemicals such as ethanol. Today, we are focused on taking advantage of the many uses of ethanol while capitalizing on the growing preference among major companies for supply chain resilience for their manufacturing processes. We have also developed the capabilities to produce single cell protein as a primary product from our gas fermentation platform.
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.
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.
LanzaTech has been focused on shifting its core operations from research and development to globally deploying the Company's proven technology. We continue to streamline our priorities to improve our cost structure while evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.
Recent Developments
Reverse Stock Split and Reduction in Authorized Shares
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).
At the Reverse Split Effective Time, every 100 shares of the Company's issued and outstanding Common Stock were automatically reclassified and combined into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments were made to the number of shares of the Company's Common Stock underlying the Company's outstanding equity awards. With respect to the Company's warrants, every 100 shares of Common Stock that may be purchased pursuant to the exercise of warrants prior to the Reverse Split Effective Time represent one share of Common Stock that may be purchased pursuant to such warrants following the Reverse Split Effective Time. Correspondingly, the exercise price per share of such warrants has been proportionately increased, such that the exercise price per share of such warrants immediately following the Reverse Stock Split is $1,150, which equals the product of 100 multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split.
The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).
Unless otherwise indicated, all Common Stock share and per share data for all periods presented herein have been retroactively adjusted to reflect the Reverse Stock Split and the Par Value Change.
January 2026 Financing and Related Transactions
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 ("Subscribed Shares") at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares to such investors (the "January 2026 Financing"). The securities were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.
On January 21, 2026, the Company filed a Second Amended and Restated Certificate of Designation for its Series A Convertible Senior Preferred Stock, which, upon the closing of the January 2026 Financing, resulted in the automatic conversion of all outstanding shares of Preferred Stock into 3,250,322 shares of Common Stock (the "Preferred Stock Conversion") and eliminated the Preferred Stock's mandatory redemption provisions.
Concurrently with the January 2026 Financing and pursuant to the Preferred Stock Purchase Agreement, the Company issued to the Preferred Stockholder the PIPE Warrant.
In connection with the foregoing, the Company and the Preferred Stockholder entered into a waiver under which the Preferred Stockholder waived the original deadline for filing a resale registration statement for the PIPE
Warrant Shares and the Company agreed to file such resale registration statement within 60 business days following issuance of the PIPE Warrant Shares to the Preferred Stockholder.
LanzaJet Transaction
On February 11, 2026, LanzaTech, Inc., a wholly owned subsidiary of the Company, entered into a Series A Preferred Stock Purchase and Exchange Agreement (the "LanzaJet Series A Stock Purchase Agreement") with LanzaJet and certain investors (the "Series A Investors"). The Series A Stock Purchase Agreement provides for (i) the issuance and sale by LanzaJet of its Series A Preferred Stock, (ii) the exchange by certain holders of LanzaJet common stock and warrants for newly created Class C common stock and corresponding warrants on a 1:1 basis, and (iii) the exchange or conversion of certain LanzaJet convertible securities into newly created preferred stock of LanzaJet (collectively, the "Series A Transaction"). The Series A Transaction may occur in one or more closings, including an initial closing that occurred effective February 11, 2026 (the "Initial Closing").
At the Initial Closing, the Company purchased 455,522 shares of Series A Preferred Stock for an aggregate purchase price of $2.0 million and exchanged 60,316,250 shares of LanzaJet common stock for 60,316,250 shares of newly issued Class C Common Stock.
In connection with the Series A Transaction, LanzaJet filed a Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to authorize the Series A Preferred Stock and Class C Common Stock and to establish the rights and preferences of these securities. LanzaJet, the Company and certain other stockholders also entered into a Third Amended and Restated Stockholders' Agreement, which, among other matters, updates governance, transfer and other provisions and provides the Company with the right to designate one member of the seven-member LanzaJet board of directors so long as the Company and its affiliates beneficially own at least 5% of LanzaJet's fully diluted common shares.
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.
Second Amendment to Note Purchase Agreement
On February 11, 2026, LanzaJet Freedom Pines Fuels LLC ("FPF") and the holders of the LanzaJet Notes entered into a Second Amendment to Note Purchase Agreement (the "Second NPA Amendment"). Among other changes, the Second NPA Amendment (i) amended the repayment terms of the LanzaJet Notes to defer the commencement of principal payments until the later of the first semi-annual payment date following the six-month anniversary of the commencement of commercial operations and June 30, 2027 and (ii) permits up to $25,000,000 in debt to rank senior in priority to the LanzaJet Notes.
Strategic Outlook
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.
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, licensing, and ultimately recurring revenue from product sales and potential carbon credits.
This model is intended to:
• Improve execution reliability by incorporating lessons learned from prior deployments;
• Align resources and capital allocation around milestone-based progression; and
• Build revenue visibility as projects advance toward operations.
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.
A portion of expected near-term revenue continues to be associated with projects supported directly or indirectly by U.S. government programs, including those administered by the Department of Energy (DOE). The advancement of these projects remains dependent on funding and other approvals and the timing thereof. Further, any delays in government processes, including administrative timing or broader funding disruptions, may defer key project milestones, including grant awards and cost-share arrangements.
Such delays could defer expected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for select projects where DOE involvement plays a key role.
The Company continues to actively manage funding risk by pursuing diversified project funding sources, engaging private capital partners, and sequencing project cohorts to align with available capital. However, these efforts may not be successful, and prolonged government funding or approval delays could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.
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.
Basis of Presentation
LanzaTech's consolidated financial statements were prepared in accordance with U.S. GAAP. See Note 2 - Summary of Significant Accounting Policies of our consolidated financial statements for a full description of our basis of presentation.
Key Financial Metrics
The key elements of the Company's performance for the three months ended March 31, 2026 and 2025 are summarized in the tables below:
Three Months Ended March 31,
(In thousands, except for percentages) 2026 2025
Variance
% Change
GAAP Measures:
Revenue $ 12,020 $ 9,483 $ 2,537 27 %
Net income (loss) (14,679) (19,229) 4,550 24 %
Key Performance Indicators:
One-Time Revenue(1)
11,419 8,277 3,142 38 %
Recurring Revenue (2)
601 1,206 (605) (50) %
Total Revenue 12,020 9,483 2,537 27 %
Cost of Revenues (ex. Depreciation) (3)
8,291 7,513 778 10 %
Selling, general & administrative expense 8,593 15,748 (7,155) (45) %
Adjusted EBITDA (4)
$ (7,872) $ (30,507) $ 22,635 74 %
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(1)One-time revenue includes all other revenue other than licensing and sales of microbes and media.
(2)Includes revenue from licensing and sales of microbes and media.
(3)Consists of cost of revenues from contracts with customers and grants (exclusive of depreciation), cost of revenues from collaboration agreements (exclusive of depreciation) and cost of revenues from related party transactions (exclusive of depreciation).
(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.
Results of Operations - Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
The following table sets forth our consolidated results of operations for the periods indicated:
Three Months Ended March 31,
2026 2025 Variance % Change
(In thousands, except for per share amounts)
Total revenue $ 12,020 $ 9,483 $ 2,537 26.8 %
Cost of revenues1
8,291 7,513 778 10.4 %
Operating expenses:
Research and development 4,008 16,494 (12,486) (75.7) %
Depreciation expense 939 781 158 20.2 %
Selling, general and administrative expense 8,593 15,748 (7,155) (45.4) %
Total operating expenses $ 13,540 $ 33,023 $ (19,483) (59.0) %
Loss from operations (9,811) (31,053) 21,242 68.4 %
Other income (expense):
Interest income, net 104 438 (334) (76.3) %
Other income (expense), net (423) 17,918 (18,341) (102.4) %
Total other income (expense), net (319) 18,356 (18,675) (101.7) %
Loss before income taxes (10,130) (12,697) 2,567 20.2 %
Loss from equity method investees, net (4,549) (6,532) 1,983 30.4 %
Net loss $ (14,679) $ (19,229) $ 4,550 23.7 %
Other comprehensive loss:
Changes in credit risk of fair value instruments - 2,696 (2,696) (100.0) %
Foreign currency translation adjustments (8) (441) 433 98.2 %
Comprehensive loss $ (14,687) $ (16,974) $ 2,287 13.5 %
(1) exclusive of depreciation
Revenue
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.
Cost of Revenues
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.
Research and Development
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.
Selling, general and administrative expense
SG&A expense decreased $7.2 million, or 45.4%, in the three months ended March 31, 2026, compared to the same period in the prior year. The decrease was primarily driven by a $7.0 million decrease in professional fees associated with the Company's restructuring efforts and initiatives to realign business priorities.
Interest income, net
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.
Other Income (expense), net
Other income (expense), net in the three months ended March 31, 2026 was expense of $0.4 million compared to income of $17.9 million in the same period in the prior year. The expense in 2026 was driven by the impact of foreign exchange fluctuations and a $0.1 million fair value gain on our Brookfield Loan. The net income in 2025 was driven primarily by a $34.3 million fair value gain on our convertible note issued in August 2024 and converted into Common Stock in May 2025 and $3.0 million fair value gain on our warrants. This gain was partially offset by an $11.2 million fair value loss on our Brookfield Loan, $6.2 million loss on the extinguishment of our Brookfield Safe Loan, and $1.9 million fair value loss on our Brookfield Safe Loan.
Liquidity and Capital Resources
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand, demand deposits at banks, and other short-term, highly liquid investments with original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
The following table shows the balances of our cash, cash equivalents and restricted cash as of March 31, 2026 and December 31, 2025:
(In thousands, except for percentages) March 31, 2026 December 31, 2025 Variance % Change
Total cash, cash equivalents, and restricted cash $ 23,766 $ 17,051 $ 6,715 39.4 %
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.
Management continues to evaluate opportunities to preserve liquidity and align expenditures with near-term revenue priorities. The Company's expense optimization initiatives, coupled with its project prioritization framework, are intended to improve cash efficiency and extend its operating runway. However, as discussed above under "Strategic Outlook", sustained access to capital is essential.
Sources and Uses of Capital
Since inception, we have financed our operations primarily through equity and debt financing. Our ability to successfully develop products and expand our business depends on many factors, including our ability to meet working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations.
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.
In the normal course of our business, we also enter into purchase commitments or other transactions in which we make representations and warranties that relate to the performance of our goods and services. We do not expect material losses related to these transactions.
Going Concern
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.
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 the unaudited consolidated financial statements for the three months ended March 31, 2026 included in this Quarterly Report. In making its assessment, management has considered the progress the Company has made on executing on its business plan and reducing its costs, as well as capital raised.
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.
Management has concluded that these financing transactions completed in 2026 will provide the Company with sufficient liquidity to meet its current and future obligations through the next twelve months from the date of filing of this Quarterly Report on Form 10-Q.
Cash Flows
The following table provides a summary of our cash flows for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
(in thousands) 2026 2025
Net cash used in operating activities $ (9,268) $ (21,101)
Net cash (used in) provided by investing activities (2,013) 4,287
Net cash provided by (used in) financing activities 18,000 (12,500)
Effects of currency translation on cash, cash equivalents and restricted cash (4) (389)
Net decrease in cash, cash equivalents and restricted cash $ 6,715 $ (29,703)
Cash Flows Used in Operating Activities
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.
Cash Flows (Used in) Provided by Investing Activities
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.
Cash Flows Provided by (Used in) Financing Activities
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 the three months ended March 31, 2026, and the $12.5 million partial repayment of the Brookfield Loan in the three months ended March 31, 2025.
Critical Accounting Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements that have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We consider an accounting estimate to be critical to the consolidated financial statements if the estimate is complex in nature or requires a high degree of judgment and actual results may differ from these estimates with any such differences being potentially material. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis.
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.
Brookfield Loan
The Brookfield Loan is a legal form debt and the Company has elected to apply FVO with the Brookfield Loan classified as a mark-to-market liability. The fair value of the Brookfield Loan was determined using a scenario-weighted discounted cash flow model on the adjusted remaining portion of the Brookfield Loan.
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.
Non-GAAP Financial Measures
To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.
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.
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.
The following table reconciles Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP:
Reconciliation of Net Loss to Adjusted EBITDA
Three Months Ended March 31,
(In thousands) 2026 2025
Net loss $ (14,679) $ (19,229)
Depreciation 939 781
Interest income, net (104) (438)
Stock-based compensation expense and change in fair value of warrant liabilities (1)
1,323 (652)
Loss on Brookfield SAFE extinguishment - 6,216
Change in fair value of Convertible Note and related transaction costs - (35,143)
Change in fair value of the Brookfield Loan (net of interest accretion reversal) 100 11,426
Loss from equity method investees, net 4,549 6,532
Adjusted EBITDA $ (7,872) $ (30,507)
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(1)Stock-based compensation expense represents expense related to equity compensation plans.
Lanzatech Global Inc. published this content on May 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 14, 2026 at 10:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]