LanzaTech switches auditors amid going concern note

LanzaTech Global, Inc. changed its independent auditor, dismissing Deloitte & Touche LLP and appointing BDO USA, P.C. as auditor for the year ending December 31, 2026.

Rhea-AI Filing Summary

LanzaTech Global, Inc. changed its independent auditor, dismissing Deloitte & Touche LLP and appointing BDO USA, P.C. as auditor for the year ending December 31, 2026. Deloitte’s prior reports for 2025 and 2024 included an explanatory paragraph expressing substantial doubt about LanzaTech’s ability to continue as a going concern.

The company also reiterates that it previously identified material weaknesses in internal control over financial reporting, including issues with complex transactions, revenue recognition, and multiple components of the COSO Internal Control – Integrated Framework. LanzaTech and its Audit Committee discussed these weaknesses with Deloitte and authorized full cooperation with BDO.

Positive

• None.

Negative

• Deloitte’s reports for 2024 and 2025 included a going concern paragraph, stating substantial doubt about LanzaTech Global, Inc.’s ability to continue as a going concern.
• The company reported material weaknesses in internal control over financial reporting, including issues with complex transactions, revenue recognition, and multiple COSO framework components such as control activities and monitoring.

Insights

Accounting & Governance Analyst

Auditor change occurs alongside going concern and control weaknesses.

LanzaTech Global has dismissed Deloitte & Touche LLP and engaged BDO USA, P.C. as its new independent auditor for the 2026 fiscal year. The company notes there were no disagreements with Deloitte on accounting principles, financial disclosure, or audit scope during 2024, 2025, and the subsequent interim period.

Deloitte’s reports for 2024 and 2025 each contained an explanatory paragraph raising substantial doubt about LanzaTech’s ability to continue as a going concern. The company had also identified material weaknesses in internal control over financial reporting, covering complex transactions, revenue recognition, and broader COSO framework components such as control activities and monitoring.

The company and its Audit Committee have discussed these weaknesses with Deloitte and authorized full responses to inquiries from BDO. The weaknesses did not lead to restatements of financial statements, but they and the going concern language highlight elevated financial and reporting risk until remediation is demonstrated in future annual reports.

8-K Event Classification

Item 4.01 — Changes in Registrant's Certifying Accountant

1 item

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Key Figures

Auditor dismissal date: April 10, 2026 New auditor engagement date: April 10, 2026 Fiscal years with going concern paragraph: 2024 and 2025 +2 more

5 metrics

Auditor dismissal date April 10, 2026 Date Deloitte & Touche LLP was dismissed as independent auditor

New auditor engagement date April 10, 2026 Date BDO USA, P.C. was engaged as independent auditor

Fiscal years with going concern paragraph 2024 and 2025 Years in which Deloitte’s reports raised substantial doubt about going concern

Recent fiscal years referenced 2024 and 2025 Periods during which material weaknesses in internal control were identified

Successor auditor fiscal year Year ending December 31, 2026 Fiscal year for which BDO USA, P.C. will serve as auditor

Key Terms

going concern, material weaknesses in internal control over financial reporting, reportable events, Audit Committee, +1 more

5 terms

going concern financial

"each report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

material weaknesses in internal control over financial reporting financial

"the Company identified material weaknesses in internal control over financial reporting related to (i) the accounting for complex transactions"

A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.

reportable events regulatory

"there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except as previously disclosed"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

Audit Committee regulatory

"upon the recommendation and approval of the Audit Committee of the Board of Directors"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Committee of Sponsoring Organizations of the Treadway Commission Internal Control - Integrated Framework financial

"material weaknesses associated with multiple components of the Committee of Sponsoring Organizations of the Treadway Commission Internal Control - Integrated Framework"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did LanzaTech Global (LNZA) disclose?

LanzaTech Global dismissed Deloitte & Touche LLP as its independent auditor and engaged BDO USA, P.C. for the fiscal year ending December 31, 2026. The decision was recommended by the Audit Committee and approved by the Board of Directors on April 10, 2026.

Did Deloitte’s reports on LanzaTech Global (LNZA) include a going concern warning?

Yes. Deloitte’s reports on LanzaTech Global’s 2024 and 2025 financial statements each contained an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern. This language signals heightened concern about financial sustainability absent improvements.

What internal control weaknesses has LanzaTech Global (LNZA) identified?

LanzaTech Global reported material weaknesses in internal control over financial reporting. These related to accounting for complex transactions and estimates, revenue recognition, and multiple COSO framework components, including control activities, monitoring, risk assessment, and information and communication, as disclosed in its 2024 and 2025 annual reports.

Were there disagreements between LanzaTech Global (LNZA) and Deloitte?

The company states there were no disagreements with Deloitte on accounting principles, financial disclosure, or audit scope during 2024, 2025, and the interim period through April 10, 2026. It also reports no reportable events other than previously disclosed internal control weaknesses.

Did LanzaTech Global (LNZA) restate financial statements due to control weaknesses?

No restatements resulted from the reported material weaknesses. LanzaTech Global states that the internal control weaknesses and going concern explanatory paragraphs did not lead to any restatement of previously issued financial statements for the affected periods.

How is Deloitte involved after the auditor change at LanzaTech Global (LNZA)?

LanzaTech Global provided Deloitte with a copy of the report and requested a letter to the SEC regarding their agreement with the company’s disclosures. This letter is expected to be filed as an exhibit to an amendment within the specified business-day timeframe.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 05:27 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 10, 2026

LanzaTech Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40282

92-2018969

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8045 Lamon Avenue, Suite 400 Skokie, Illinois						60077
(Address of principal executive offices)						(Zip Code)

(847) 324-2400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, par value $0.0000001 per share

LNZA

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

LNZAW

The Nasdaq Stock Market LLC

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On April 10, 2026, upon the recommendation and approval of the Audit Committee of the Board of Directors (the “Audit Committee”), the Board of Directors of LanzaTech Global, Inc. (the “Company”) ratified and approved the dismissal of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, effective April 10, 2026.

Deloitte’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that each report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

During the Company’s fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through April 10, 2026, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in its reports on the Company’s consolidated financial statements.

During the Company’s fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through April 10, 2026, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except as previously disclosed in the Company’s Annual Report on Form 10-K for the years ended December 31, 2024, where the Company identified material weaknesses in internal control over financial reporting related to (i) the accounting for complex transactions and estimates requiring significant judgment and (ii) revenue recognition, and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, where the Company identified deficiencies in the Company’s internal control over financial reporting that constituted material weaknesses associated with multiple components of the Committee of Sponsoring Organizations of the Treadway Commission Internal Control - Integrated Framework, including control activities, monitoring, risk assessment, and information and communication. The Company and the Audit Committee have discussed the material weaknesses with Deloitte and have authorized them to respond fully to inquiries of the successor independent registered public accounting firm concerning such material weaknesses. Such material weaknesses did not result in any restatement of the Company’s financial statements and did not give rise to any disagreement between the Company and Deloitte.

The Company provided Deloitte with a copy of this current report on Form 8-K (the "Form 8-K") prior to its filing with the U.S. Securities and Exchange Commission (the "SEC") and requested that Deloitte furnish the Company with a letter addressed to the SEC stating whether they agree with the statements made by the Company in this Form 8-K and, if not, stating the respects, if any, in which they do not agree with such statements. A copy of such letter will be filed as an exhibit to an amendment to this Form 8-K within 2 business days of receipt but no later than 10 business days of this filing.

(b) Engagement of New Independent Registered Public Accounting Firm

On April 10, 2026, upon the recommendation and approval of the Audit Committee, the Board of Directors of the Company ratified and approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, effective April 10, 2026.

During the Company’s fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through April 10, 2026, neither the Company nor anyone on its behalf consulted with BDO regarding either:

(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or

(ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

2

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			LANZATECH GLOBAL, INC.
Dated: April 16, 2026			By:						/s/ Maryann Maas
			Name:						Maryann Maas
			Title:						Interim General Counsel

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