[NT 10-Q] LanzaTech Global, Inc. Warrant SEC Filing

Rhea-AI Filing Summary

LanzaTech Global, Inc. filed a Form 12b-25 notifying the SEC of a late NT 10-Q for the quarter ended June 30, 2025 (Q2 2025). The company expects revenue to decline in Q2 2025 versus Q2 2024 by a mid-double digit percentage and cost of revenues (exclusive of depreciation) to increase in Q2 2025 versus Q2 2024 by a low double digit percentage. These figures are described as preliminary and subject to change when the unaudited consolidated financial statements are finalized. The filing also contains standard forward-looking statements language and notes that actual results may differ materially from the preliminary expectations.

Positive

• Transparent preliminary disclosure of expected Q2 2025 revenue and cost trends in a Form 12b-25
• Forward-looking statements and cautionary language explicitly included to qualify preliminary estimates

Negative

• Expected mid-double digit decline in revenue for Q2 2025 versus Q2 2024
• Expected low-double digit increase in cost of revenues (exclusive of depreciation) for Q2 2025 versus Q2 2024
• Late filing (Form 12b-25) indicating the NT 10-Q for Q2 2025 is delayed, creating short-term disclosure uncertainty

Insights

Financial Analyst

TL;DR: Preliminary metrics point to a material revenue decline and margin pressure for Q2 2025.

The company discloses a mid-double digit revenue decline year-over-year for Q2 2025 and a low-double digit increase in cost of revenues, which together imply compression of gross margins. These are preliminary estimates pending finalization of unaudited financials. From an analyst perspective, this combination is a materially negative near-term earnings signal because falling top-line and rising direct costs typically reduce operating profitability absent offsetting expense cuts or non-operational gains. The Form 12b-25 also signals a delay in filing, which can increase short-term uncertainty until the NT 10-Q is released.

Corporate Governance Expert

TL;DR: Company provided disclosure and forward-looking cautions, but a late filing raises governance and disclosure-timeliness questions.

The Form 12b-25 communicates preliminary operational trends and includes customary forward-looking statements disclaimers. Timely disclosure of expected material changes is appropriate; however, the necessity of a late-filing notification suggests internal timing or controls issues in completing the quarterly report. The company expressly states results are preliminary and may change, which is prudent, but stakeholders will rely on the final NT 10-Q to confirm and quantify impacts.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 12b-25 

NOTIFICATION OF LATE FILING 

SEC FILE NUMBER:

001-40282

CUSIP NUMBER:

51655R101

(Check one):						☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
						For Period Ended: June 30, 2025
						☐ Transition Report on Form 10-K
						☐ Transition Report on Form 20-F
						☐ Transition Report on Form 11-K
						☐ Transition Report on Form 10-Q
						For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable

PART I — REGISTRANT INFORMATION

LanzaTech Global, Inc.

Full Name of Registrant 

Not Applicable

Former Name if Applicable 

8045 Lamon Avenue, Suite 400 

Address of Principal Executive Office (Street and Number) 

Skokie, Illinois 60077

City, State and Zip Code 

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PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) 

(a)

The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

LanzaTech Global, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2025 (the “Form 10-Q”). As previously disclosed, the Company is streamlining its priorities to sharpen its business focus and improve its cost structure. As part of these initiatives, the Company has undertaken a reduction in force aimed at right-sizing its business, which has led to a reduction in the internal resources the Company has available to devote to the Form 10-Q preparation. As a result of its resource constraints, the Company needs additional time to finalize certain disclosures and to complete the work related to the Company’s financial reporting. Therefore, the Company will be unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense.

The Company intends to file the Form 10-Q no later than the prescribed due date provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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PART IV — OTHER INFORMATION

(1)						Name and telephone number of person to contact in regard to this notification
						Sushmita Koyanagi						(847)						324-2450
						(Name)						(Area Code)						(Telephone Number)
(2)						Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).  ☒ Yes ☐ No
(3)						Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company currently anticipates that its results of operations for the fiscal quarter ended June 30, 2025 (“Q2 2025”) will contain certain significant changes from its results of operations for the fiscal quarter ended June 30, 2024 (“Q2 2024”). More specifically, the Company expects to report a decrease in revenue in Q2 2025 in the mid-double digit percentage range as compared to Q2 2024 and an increase in cost of revenues (exclusive of depreciation) in Q2 2025 in the low double digit percentage range as compared to Q2 2024.

The foregoing expectations are preliminary and subject to change upon finalization of the Company’s unaudited consolidated financial statements for Q2 2025. There can be no assurance that the final results will not differ materially from the foregoing preliminary results.

Forward-Looking Statements

This Form 12b-25 includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding, among other things, the Company’s results for Q2 2025, the timing of the filing of the Form 10-Q and the plans, strategies, and prospects, both business and financial, of the Company. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, 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. Generally, statements that are not historical facts, including those 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. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risk factors and other information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, as well as other existing and future filings with the Securities and Exchange Commission.

Any forward-looking statement herein is based only on information currently available to the Company and speaks only as of the date on which it is made. 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.

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LanzaTech Global, Inc.

(Name of Registrant as Specified in Charter) 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. 

Date:

August 15, 2025

By:

/s/ Sushmita Koyanagi

Sushmita Koyanagi

Chief Financial Officer

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FAQ

What does LNZAW say about Q2 2025 revenue?

The company expects a revenue decrease in the mid-double digit percentage range for Q2 2025 compared to Q2 2024.

How did LanzaTech say cost of revenues changed in Q2 2025?

LanzaTech expects cost of revenues (exclusive of depreciation) to increase in the low double digit percentage range versus Q2 2024.

Why was the NT 10-Q filing late for LNZAW?

The Form 12b-25 notifies the SEC of a late NT 10-Q and states the company is finalizing its unaudited consolidated financial statements; no additional reasons were provided in the filing.

Are the Q2 2025 figures final?

No. The figures are described as preliminary and subject to change upon finalization of the unaudited consolidated financial statements for Q2 2025.

Does the filing include forward-looking statement protections?

Yes. The Form 12b-25 contains standard forward-looking statements language and cautions that actual results may differ materially.