Loss narrows but cash falls at LanzaTech (NASDAQ: LNZA) in 2025 results
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
LanzaTech Global reported sharply improved 2025 results but remains loss-making with tighter liquidity. Full-year revenue rose to $55.8 million from $49.6 million, helped by $16.9 million in Q4 related-party licensing revenue from LanzaJet and stronger CarbonSmart product sales.
Net loss narrowed to $49.0 million from $137.7 million, while Adjusted EBITDA loss improved to $71.3 million from $88.2 million, reflecting a 21% reduction in operating expenses to $104.5 million. Q4 was near break-even, with net loss of $0.1 million and Adjusted EBITDA of $2.4 million.
Cash and restricted cash fell to $17.1 million as of December 31, 2025 from $58.1 million a year earlier, and shareholders’ equity turned to a deficit of $3.9 million. The company highlighted strategic progress around sustainable aviation fuel through its stake in LanzaJet and a €40 million EU Innovation Fund grant.
Positive
- Net loss and operating performance improved significantly: 2025 net loss shrank to $49.0 million from $137.7 million, Adjusted EBITDA loss improved to $71.3 million from $88.2 million, and operating expenses fell 21% to $104.5 million, reflecting impactful cost optimization.
Negative
- Liquidity weakened and equity turned negative: Cash and restricted cash declined to $17.1 million from $58.1 million, and shareholders’ equity moved from a $13.4 million surplus to a $3.9 million deficit, increasing financial risk.
- Dependence on external financing and going-concern risk: Risk disclosures emphasize the need to raise substantial additional financing and the company’s ability to continue as a going concern as key uncertainties.
Insights
Results show better margins and lower losses, but balance sheet risk is rising.
LanzaTech grew 2025 revenue to $55.8M and cut its net loss to $49.0M, helped by high-margin licensing revenue, including $16.7M in Q4 licensing income largely from LanzaJet. Operating expenses fell 21%, showing meaningful cost discipline.
However, cash and restricted cash dropped to $17.1M from $58.1M, and shareholders’ equity moved to a $3.9M deficit. The company also cites its ability to continue as a going concern and need for substantial additional financing among key risks.
The stake in LanzaJet, reduced to about 46% after a $47M capital round at a $650M pre-money valuation, plus a €40M EU grant, provide strategic upside, but actual benefit depends on execution and securing further capital in future periods such as the year ending December 31, 2026.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Full-year revenue: $55.8 million
Full-year net loss: $49.0 million
Full-year Adjusted EBITDA: -$71.3 million
+5 more
8 metrics
Full-year revenue
$55.8 million
Year ended December 31, 2025 revenue vs $49.6 million in 2024
Full-year net loss
$49.0 million
Year ended December 31, 2025 net loss vs $137.7 million in 2024
Full-year Adjusted EBITDA
-$71.3 million
Adjusted EBITDA for year ended December 31, 2025 vs -$88.2 million in 2024
Operating expenses
$104.5 million
2025 operating expenses, down 21% year-over-year
Cash and restricted cash
$17.1 million
Cash and restricted cash as of December 31, 2025 vs $58.1 million prior year
Shareholders’ equity
-$3.9 million
Shareholders’ equity/(deficit) as of December 31, 2025 vs $13.4 million in 2024
Q4 2025 revenue
$28.0 million
Three months ended December 31, 2025 vs $12.0 million Q4 2024
Q4 2025 Adjusted EBITDA
$2.4 million
Adjusted EBITDA income in Q4 2025 vs -$21.2 million in Q4 2024
Key Terms
Adjusted EBITDA, non-GAAP financial measures, equity method investees, Convertible Note, +2 more
6 terms
Adjusted EBITDA financial
"Net loss decreased to $49.0 million and Adjusted EBITDA(1) decreased to $71.3 million in 2025"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-GAAP financial measures financial
"Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
equity method investees financial
"Loss from equity method investees, net"
Equity method investees are companies in which an investor owns a substantial minority stake and can influence decisions but does not control them, typically through holding around 20–50% of voting shares. The investor records its share of the investee’s profits or losses on its own income statement and adjusts the carrying value of the investment, similar to reporting your share of profits from a jointly owned shop. For investors, these holdings matter because they affect reported earnings, balance-sheet exposure, and the firm’s economic risk without full consolidation of the investee’s assets and liabilities.
Convertible Note financial
"Change in fair value of the Convertible Note and related transaction costs"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
SAFE financial
"Loss on the Brookfield SAFE extinguishment"
sustainable aviation fuel technical
"growing demand for SAF—we believe that we’ve strengthened our position"
Sustainable aviation fuel is a low‑carbon replacement for conventional jet fuel made from renewable sources (like plant residues, waste oils, or captured carbon) but refined to meet the same safety and performance rules as regular jet fuel. Investors care because SAF can lower airlines’ carbon footprints and exposure to tightening regulations, create new supply and cost dynamics in the fuel market, and drive long‑term demand shifts — like using cleaner fuel in the same airplane.
Earnings Snapshot
Revenue: $28.0M Q4; $55.8M FY
Q4 and FY 2025
Revenue
$28.0M Q4; $55.8M FY
Net loss
$0.1M Q4; $49.0M FY
Adjusted EBITDA
$2.4M Q4; -$71.3M FY
Operating expenses
$18.3M Q4; $104.5M FY
-21% FY YoY
Cash and restricted cash
$17.1M
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): March 31, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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 | ||||||||||||
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 2.02 Results of Operations and Financial Condition.
On March 31, 2026 , LanzaTech Global, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year December 31, 2025. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | LanzaTech 4Q25 Earnings Press Release, dated March 31, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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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: | By: | /s/ Maryann Maas | |||||||||
| Maryann Maas | |||||||||||
| Interim General Counsel | |||||||||||
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LanzaTech Reports Fourth Quarter and Fiscal Year 2025 Financial Results
Continued Focus on Operational Execution and Strategic Transformation
SKOKIE, IL., March 31, 2026 – LanzaTech Global, Inc. (NASDAQ: LNZA) (“LanzaTech” or the “Company”), a carbon management solutions company, today reported its financial and operating results for the fourth quarter and fiscal year ended December 31, 2025.
Key Highlights:
•Non-Controlling Ownership Milestone in LanzaJet: On December 16, 2025, LanzaTech received its final tranches of LanzaJet common stock, which brought the Company’s ownership percentage and non-controlling interest in LanzaJet to 53%. This announcement followed the successful commissioning and production of ASTM-certified sustainable fuels including Synthetic Paraffinic Kerosene (SPK) and Renewable Diesel (RD) at LanzaJet’s Freedom Pines Fuels facility in Soperton, Georgia, the world’s first commercial-scale plant to produce jet fuel from ethanol.
•LanzaJet, in which the Company is a major shareholder, announces $47M in New Capital and First Close of Equity Round at $650M Pre-Money Valuation: On February 11, 2026, LanzaTech, alongside other investors, entered into a Series A Preferred Stock Purchase and Exchange Agreement with LanzaJet, Inc. As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet Common Stock has been reduced to approximately 46%.
•Successful Closing of Private Placement Financing: In January 2026, LanzaTech announced the closing of the sale and issuance of shares of its common stock to a group of investors, including new investor, SiteGround, for gross proceeds of $20 million.
•Grant Agreement signed for €40 million grant from the European Union’s Innovation Fund: The grant, which was awarded in November 2025, strategically links carbon capture and utilization (CCU) with carbon capture and storage (CCS) to service the needs of the chemicals, marine and aviation sectors.
•Net loss decreased to $49.0 million and Adjusted EBITDA(1)decreased to $71.3 million in 2025, compared to Net loss of $137.7 million and Adjusted EBITDA of $88.2 million in 2024, reflecting meaningful progress in underlying operating performance, driven by disciplined cost optimization initiatives.
•Delivered significant cost reductions, with full-year operating expenses declining 21% year-over-year to $104.5 million and fourth-quarter operating expenses decreasing 45% year-over-year to $18.3 million, reflecting the impact of organizational restructuring and efficiency measures implemented during 2025.
(1) See “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Adjusted EBITDA” sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.
Fourth Quarter 2025 Financial Results
The table below outlines key results for the years ended December 31, 2025 and 2024, respectively:
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All amounts in millions ($) | Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Revenue | $ | 28.0 | $ | 12.0 | $ | 55.8 | $ | 49.6 | |||||||||||||||
Cost of revenue (1) | 9.9 | 5.6 | 30.5 | 26.0 | |||||||||||||||||||
Operating expenses | 18.3 | 33.5 | 104.5 | 132.6 | |||||||||||||||||||
Net loss | (0.1) | (27.0) | (49.0) | (137.7) | |||||||||||||||||||
Adjusted EBITDA (2) | $ | 2.4 | $ | (21.2) | $ | (71.3) | $ | (88.2) | |||||||||||||||
(1) Exclusive of depreciation.
(2) See “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Adjusted EBITDA” sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.
Revenue
•Reported total revenue of $28.0 million and $55.8 million in the fourth-quarter and full-year of 2025, respectively, as compared to total revenue of $12.0 million and $49.6 million in the fourth-quarter and full-year of 2024, respectively. The increase in both periods was primarily driven by $8.5 million in licensing revenue from LanzaJet for sublicensing our technology. The increase for the full year compared to prior year was also driven by an increase in CarbonSmart product sales. The CarbonSmart increase was driven by expanded commercialization and higher customer adoption. The increase for the quarter compared to prior quarter was also driven by an increase in Engineering and other services revenue.
•Licensing revenue in the fourth quarter of 2025 was $16.7 million, compared to $1.1 million in the fourth quarter of 2024, due to the increase in licensing revenue received from LanzaJet for their sublicensing of our technology.
•Engineering and other services revenue in the fourth quarter of 2025 was $8.5 million, compared to $5.3 million in the fourth quarter of 2024, due to entering into a new project with a customer.
•JDA and contract research revenue earned during the quarter was $0.7 million in the fourth quarter of 2025, compared to $1.7 million in the fourth quarter of 2024, due to the completion of projects with existing customers and the absence of new contracts as a result of workforce reductions.
•CarbonSmart revenue was $3.6 million in the fourth quarter of 2025, compared to $3.9 million in the fourth quarter of 2024. The decrease was due to a higher number of sales in 2024 compared to 2025.
Cost of Revenue
•Fourth-quarter and full-year 2025 cost of revenue was $9.9 million and $30.5 million, respectively, as compared to $5.6 million and $26.0 million for fourth-quarter and full-year 2024, respectively. Cost of revenue for fourth-quarter 2025 was largely comprised of the cost of the CarbonSmart product sold and headcount allocations related to the delivery of biorefining services and JDA work. Gross margin for fourth quarter 2025 was 65 percent compared to 54 percent for the fourth quarter of 2024, primarily due to licensing revenue received from LanzaJet for their sublicensing of our technology.
Operating Expense
•Fourth-quarter and full-year 2025 operating expenses were $18.3 million and $104.5 million, respectively, as compared to $33.5 million and $132.6 million for fourth-quarter and full-year 2024, respectively. The decrease was primarily due to a decrease in personnel and contractor expenses related to R&D projects and administrative operations, reflecting headcount reductions implemented during 2025 as part of the Company’s broader cost optimization initiatives.
Net Loss
•Fourth-quarter and full-year 2025 net losses were $0.1 million and $49.0 million, respectively, as compared to fourth-quarter and full-year 2024 net losses of $27.0 million and $137.7 million, respectively. The quarterly and
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full-year change is primarily due to non-cash gains on financial instruments, and factors that drove revenue growth and operating expense decrease.
Adjusted EBITDA
•Fourth-quarter 2025 adjusted EBITDA income was $2.4 million and full-year 2025 adjusted EBITDA loss was $71.3 million, as compared to adjusted EBITDA losses of $21.2 million and $88.2 million for fourth-quarter and full-year 2024, respectively. The year-over-year change is mainly attributable to the same factors that drove the change in net loss for the comparative period.
Balance Sheet and Liquidity
•As of December 31, 2025, the Company had $17.1 million in total cash and restricted cash compared to total cash, restricted cash, and investments of $58.1 million as of December 31, 2024. The decrease reflects continued use of cash to fund operating activities, timing of receipts from customers and government projects, and limited inflows from new funding sources, partially offset by the liquidation of investments and our financing activities.
Management Comments
“This has been a year of disciplined transformation. By aligning our structure to the realities of the market and focusing on the highest-value paths—especially the growing demand for SAF—we believe that we’ve strengthened our position and regained momentum,” said Dr. Jennifer Holmgren, Board Chair and CEO of LanzaTech. “SAF is a practical and important outlet for the ethanol we produce, and we believe we’ve adjusted the business so we can focus on that opportunity more directly while also positioning ourselves to access future growth in the marine fuels market, provided we obtain the necessary capital to do so.”
About LanzaTech
LanzaTech (NASDAQ: LNZA) is a leader in carbon management, using its proprietary gas-fermentation platform to transform waste carbon into valuable products. Through global partnerships, LanzaTech enables the production of feedstocks for high-value markets including SAF and chemicals. Headquartered in the U.S., the company provides technology and commercial pathways that strengthen industrial resilience and unlock new economic value from carbon.
Forward-Looking Statements
This press release includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the Company’s management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, the Company’s management. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including the Company's ability to continue operations as a going concern; the Company's ability to attract new investors and raise substantial additional financing to fund its operations and/or execute on its other strategic options; 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; the Company's ability to maintain the listing of the Nasdaq Stock Market LLC; the Company's ability to execute on its business strategy and achieve profitability; its securities on the Company's ability to attract, retain and motivate qualified personnel, the Company's anticipated growth rate and market opportunities; the potential liquidity and trading of the Company's securities; the Company's future financial performance and capital requirements; the Company's assessment of the competitive landscape; the Company's ability to comply with laws and regulations applicable to its business; the Company's ability to enter into,
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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; the Company's ability to adequately protect its intellectual property rights; the Company's ability to manage its growth effectively; the Company's ability to increase its revenue from engineering services, sales of equipment packages and sales of CarbonSmart products and to improve its operating results; and the Company's ability to remediate the material weaknesses in its internal control over financial reporting and to maintain effective internal controls. The Company may be adversely affected by other economic, business, or competitive factors, and other risks and uncertainties, including those described under the header “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025 and in future SEC filings. New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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 SAFE and the Brookfield Loan liabilities (net of interest accretion reversal), change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net. We monitor and have presented in this earnings press release 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.
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LANZATECH GLOBAL INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share data)
December 31, | December 31, | ||||||||||
2025 | 2024 | ||||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 13,164 | $ | 43,499 | |||||||
Held-to-maturity investment securities | — | 12,374 | |||||||||
Trade and other receivables, net of allowance | 9,527 | 9,456 | |||||||||
Contract assets, net of allowance | 6,541 | 18,975 | |||||||||
Other current assets | 10,456 | 15,030 | |||||||||
Total current assets | 39,688 | 99,334 | |||||||||
Property, plant and equipment, net | 17,128 | 22,333 | |||||||||
Right-of-use assets | 14,378 | 26,790 | |||||||||
Equity method investment | 13,272 | 4,363 | |||||||||
Equity security investment | 14,990 | 14,990 | |||||||||
Other non-current assets | 751 | 6,873 | |||||||||
Total assets | $ | 100,207 | $ | 174,683 | |||||||
Liabilities, Mezzanine Equity and Shareholders’ Equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | 10,869 | 5,289 | |||||||||
Other accrued liabilities | 10,278 | 8,876 | |||||||||
Warrants | 11 | 3,531 | |||||||||
Fixed Maturity Consideration and current FPA Put Option liability | 4,123 | 4,123 | |||||||||
Contract liabilities | 423 | 6,168 | |||||||||
Accrued salaries and wages | 1,843 | 2,302 | |||||||||
Current lease liabilities | 176 | 158 | |||||||||
Total current liabilities | 27,723 | 30,447 | |||||||||
Non-current lease liabilities | 16,388 | 30,619 | |||||||||
Non-current contract liabilities | 5,896 | 5,233 | |||||||||
FPA Put Option liability | 30,015 | 30,015 | |||||||||
Brookfield SAFE liability | — | 13,223 | |||||||||
Brookfield Loan liability | 10,900 | — | |||||||||
Convertible Note | — | 51,112 | |||||||||
Other long-term liabilities | 8 | 587 | |||||||||
Total liabilities | 90,930 | 161,236 | |||||||||
Mezzanine Equity | |||||||||||
Convertible preferred stock, $0.0001 par value; 20,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 20,000,000 and no shares issued and outstanding as of December 31, 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 December 31, 2025 and December 31, 2024; 2,320,511 and 1,949,157 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (1) | 23 | 19 | |||||||||
Additional paid-in capital | 1,013,195 | 981,638 | |||||||||
Accumulated other comprehensive income | 1,444 | 1,393 | |||||||||
Accumulated deficit | (1,018,554) | (969,603) | |||||||||
Total shareholders’ equity/(deficit) | (3,892) | 13,447 | |||||||||
Total liabilities, mezzanine equity and shareholders' equity | 100,207 | 174,683 | |||||||||
(1) All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from $0.0001 to $0.0000001 per share which became effective on August 18, 2025.
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LANZATECH GLOBAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited, in thousands, except share and per share data)
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Contracts with customers and grants | $ | 7,428 | $ | 5,311 | $ | 18,298 | $ | 22,995 | |||||||||||||||
CarbonSmart product sales | 3,631 | 3,933 | 14,625 | 7,943 | |||||||||||||||||||
Collaborative arrangements | — | 1,104 | 2,425 | 5,573 | |||||||||||||||||||
Related party transactions | 16,940 | 1,682 | 20,497 | 13,081 | |||||||||||||||||||
Total revenues | 27,999 | 12,030 | 55,845 | 49,592 | |||||||||||||||||||
Costs and operating expenses: | |||||||||||||||||||||||
Contracts with customers and grants(1) | 6,530 | 985 | 15,438 | 15,341 | |||||||||||||||||||
CarbonSmart product sales(1) | 3,322 | 3,894 | 14,191 | 7,543 | |||||||||||||||||||
Collaborative arrangements(1) | — | 532 | 822 | 2,566 | |||||||||||||||||||
Related party transactions(1) | 33 | 157 | 93 | 520 | |||||||||||||||||||
Research and development expense | 11,500 | 16,459 | 53,184 | 77,007 | |||||||||||||||||||
Depreciation expense | 1,367 | 1,278 | 4,227 | 5,567 | |||||||||||||||||||
Selling, general and administrative expense | 5,452 | 15,745 | 47,046 | 49,981 | |||||||||||||||||||
Total cost and operating expenses | 28,204 | 39,050 | 135,001 | 158,525 | |||||||||||||||||||
Loss from operations | (205) | (27,020) | (79,156) | (108,933) | |||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||
Interest income, net | 273 | 710 | 1,214 | 3,162 | |||||||||||||||||||
Other income (expense), net | 2,377 | 5,616 | 41,539 | (17,726) | |||||||||||||||||||
Total other income (expense), net | 2,650 | 6,326 | 42,753 | (14,564) | |||||||||||||||||||
Loss from equity method investees, net | (2,529) | (6,299) | (12,548) | (14,234) | |||||||||||||||||||
Net loss | $ | (84) | $ | (26,993) | $ | (48,951) | $ | (137,731) | |||||||||||||||
Other comprehensive loss: | |||||||||||||||||||||||
Changes in credit risk of fair value instruments | — | (1,096) | 1,091 | (1,096) | |||||||||||||||||||
Foreign currency translation adjustments | (124) | 322 | (1,040) | 124 | |||||||||||||||||||
Comprehensive loss | $ | (208) | $ | (27,767) | $ | (48,900) | $ | (138,703) | |||||||||||||||
Net loss per common share - basic | $ | (0.04) | $ | (13.65) | $ | (22.27) | $ | (69.71) | |||||||||||||||
Net loss per common share - diluted | $ | (0.04) | $ | (13.65) | $ | (22.27) | $ | (69.71) | |||||||||||||||
Weighted-average number of common shares outstanding - basic(2) | 2,320,158 | 1,977,891 | 2,197,935 | 1,975,799 | |||||||||||||||||||
Weighted-average number of common shares outstanding - diluted(2) | 2,320,158 | 1,977,891 | 2,197,935 | 1,975,799 | |||||||||||||||||||
(1)exclusive of depreciation
(2)All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from $0.0001 to $0.0000001 per share which became effective on August 18, 2025.
6
LANZATECH GLOBAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
December 31, | |||||||||||
2025 | 2024 | ||||||||||
Cash Flows From Operating Activities: | |||||||||||
Net loss | $ | (48,951) | $ | (137,731) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Share-based compensation expense | 7,201 | 13,208 | |||||||||
Gain on change in fair value of SAFE and warrant liabilities | (3,469) | (17,887) | |||||||||
Loss on change in fair value of the Brookfield Loan | 5,310 | — | |||||||||
Gain on change in fair value of the Amended Brookfield Loan | (1,400) | — | |||||||||
Loss on Brookfield SAFE extinguishment | 6,216 | — | |||||||||
Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities | — | 23,510 | |||||||||
Change in fair value of Convertible Note | (42,980) | 11,894 | |||||||||
Gain on change in fair value of PIPE Warrant liability | (8,800) | — | |||||||||
Gain on partial lease termination | (60) | — | |||||||||
Provisions for losses on trade and other receivables and contract assets, net of recoveries | 1,994 | 961 | |||||||||
Depreciation of property, plant and equipment | 4,227 | 5,592 | |||||||||
Amortization of discount on debt security investment | (34) | (854) | |||||||||
Non-cash lease expense | 1,553 | 1,713 | |||||||||
Non-cash recognition of licensing revenue | (20,665) | (11,532) | |||||||||
Loss from equity method investees, net | 12,548 | 14,234 | |||||||||
Loss from disposal of property, plant and equipment | — | (25) | |||||||||
Unrealized Loss on net foreign exchange | 610 | (284) | |||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable, net | (117) | 557 | |||||||||
Contract assets | 10,797 | 9,162 | |||||||||
Accrued interest on debt investment | (83) | 183 | |||||||||
Other assets | 6,250 | (2,066) | |||||||||
Accounts payable and accrued salaries and wages | 5,121 | (1,790) | |||||||||
Contract liabilities | (375) | 311 | |||||||||
Operating lease liabilities | (1,629) | 641 | |||||||||
Other liabilities | 1,882 | 1,143 | |||||||||
Net cash used in operating activities | (64,854) | (89,060) | |||||||||
Cash Flows From Investing Activities: | |||||||||||
Purchase of property, plant and equipment | (1,258) | (5,312) | |||||||||
Proceeds from disposal of property, plant and equipment | — | 25 | |||||||||
Purchase of debt securities | — | (27,083) | |||||||||
Proceeds from maturity of debt securities | 12,408 | 60,722 | |||||||||
Net cash provided by investing activities | 11,150 | 28,352 | |||||||||
Cash Flows From Financing Activities: | |||||||||||
Proceeds from issuance of preferred stock | 15,050 | — | |||||||||
Issuance costs related to preferred stock | (1,881) | — | |||||||||
Settlement of FPA | — | (10,039) | |||||||||
Proceeds from exercise of options | — | 300 | |||||||||
Proceeds from issuance of Convertible Note, net | — | 40,000 | |||||||||
Repurchase of equity instruments of the Company | — | (48) | |||||||||
Partial settlement of the Brookfield Loan | (12,500) | — | |||||||||
Proceeds from PIPE Warrant | 24,950 | — | |||||||||
Net cash provided by financing activities | 25,619 | 30,213 | |||||||||
Effects of currency translation on cash, cash equivalents and restricted cash | (601) | (52) | |||||||||
Net decrease in cash, cash equivalents and restricted cash | (28,686) | (30,547) | |||||||||
Cash, cash equivalents and restricted cash at beginning of period | 45,737 | 76,284 | |||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 17,051 | $ | 45,737 | |||||||
7
Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
Acquisition of property, plant and equipment under accounts payable | — | 132 | |||||||||
Right-of-use asset additions | — | 10,194 | |||||||||
Extinguishment of the Brookfield SAFE | 13,274 | — | |||||||||
Issuance of the Brookfield Loan | (19,490) | — | |||||||||
Extinguishment of the Brookfield Loan | 12,300 | — | |||||||||
Issuance of the Amended Brookfield Loan | (12,300) | — | |||||||||
Cashless issuance of equity for Convertible Notes | 8,132 | — | |||||||||
Non-cash change in lease liability on partial termination | 13,025 | — | |||||||||
Non-cash change in ROU assets on partial termination | (13,085) | — | |||||||||
Non-cash partial reversal of FPA upon settlement | — | 24,084 | |||||||||
Third-party issuance costs for the Convertible Note | — | 3,169 | |||||||||
8
LANZATECH GLOBAL INC
Reconciliation of Net Loss to Adjusted EBITDA
(Unaudited, in thousands)
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net loss | $ | (84) | $ | (26,993) | $ | (48,951) | $ | (137,731) | |||||||||||||||
Depreciation | 1,367 | 1,278 | 4,227 | 5,567 | |||||||||||||||||||
Interest income, net | (273) | (710) | (1,214) | (3,162) | |||||||||||||||||||
Stock-based compensation expense and change in fair value of Brookfield SAFE and warrant liabilities (1) | 1,256 | 6,191 | 3,732 | (4,679) | |||||||||||||||||||
Loss on Brookfield SAFE extinguishment | — | — | 6,216 | — | |||||||||||||||||||
Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities | — | — | — | 23,283 | |||||||||||||||||||
Change in fair value of Convertible Note and related transaction costs | — | (7,296) | (42,980) | 14,276 | |||||||||||||||||||
Change in fair value of PIPE Warrant | — | — | (8,800) | — | |||||||||||||||||||
Change in fair value of the Brookfield Loan (net of interest accretion reversal) | — | — | 5,310 | — | |||||||||||||||||||
Change in fair value of the Amended Brookfield Loan | (2,400) | — | (1,400) | — | |||||||||||||||||||
Loss from equity method investees, net | 2,529 | 6,299 | 12,548 | 14,234 | |||||||||||||||||||
Adjusted EBITDA | $ | 2,395 | $ | (21,231) | $ | (71,312) | $ | (88,212) | |||||||||||||||
(1)Stock-based compensation expense represents expense related to equity compensation plans.
Investor Relations Contact:
investors@lanzatech.com
Public Relations/Media Contact:
Freya Burton
freya@lanzatech.com
9
FAQ
How did LanzaTech (LNZA) perform financially in full-year 2025?
LanzaTech’s full-year 2025 revenue rose to $55.8 million from $49.6 million, while net loss narrowed to $49.0 million from $137.7 million. Adjusted EBITDA loss improved to $71.3 million from $88.2 million as operating expenses fell 21% to $104.5 million.
What were LanzaTech’s Q4 2025 financial results?
In Q4 2025, LanzaTech generated $28.0 million of revenue versus $12.0 million a year earlier. Net loss was nearly break-even at $0.1 million, compared with $27.0 million previously, and Adjusted EBITDA swung to $2.4 million income from a $21.2 million loss.
What is LanzaTech’s cash position and balance sheet at December 31, 2025?
As of December 31, 2025, LanzaTech had $17.1 million in total cash and restricted cash, down from $58.1 million a year earlier. Total liabilities were $90.9 million, and shareholders’ equity shifted to a $3.9 million deficit from a $13.4 million surplus.
How did LanzaTech’s relationship with LanzaJet change in 2025 and early 2026?
LanzaTech’s ownership in LanzaJet rose to 53% in December 2025 after receiving final common stock tranches, then decreased to about 46% following a February 2026 Series A round, where LanzaJet raised $47 million at a $650 million pre-money valuation.
What role did LanzaJet licensing play in LanzaTech’s 2025 revenue?
Licensing revenue from LanzaJet was a key driver of 2025 growth, including $16.7 million in Q4 licensing revenue compared with $1.1 million the prior year. Total related-party transactions revenue reached $20.5 million in 2025 versus $13.1 million in 2024.
What major funding and grant activities did LanzaTech report for 2025-2026?
LanzaTech highlighted a €40 million grant from the EU Innovation Fund linking carbon capture and utilization with storage, and a January 2026 private placement of common stock to investors including SiteGround, providing $20 million in gross proceeds to support operations.
How is LanzaTech focusing its strategy around sustainable aviation fuel (SAF)?
Management emphasized a strategic focus on sustainable aviation fuel as a key outlet for its ethanol. LanzaJet’s Freedom Pines Fuels facility began producing ASTM-certified SPK jet fuel and renewable diesel, and LanzaTech aims to prioritize SAF and future marine fuels opportunities.