LNZA on Nasdaq

LanzaTech Global, Inc.

LanzaTech Global, Inc. is an American industrial organic chemicals company, incorporated in Delaware.1 It is headquartered in Skokie, Illinois.1 Its shares trade on Nasdaq under the symbol LNZA.1

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Last updated Oct 21, 2026.

Overview

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  • TickerLNZA on Nasdaq1
  • IndustryIndustrial Organic Chemicals1
  • HeadquartersSkokie, Illinois1
  • Incorporated inDE2
  • Business address8045 Lamon Avenue, Suite 400, Skokie, Il 600772
  • Filer categoryNon-accelerated filer, Smaller reporting company2

Founded in 2005 in New Zealand and now headquartered in Skokie, Illinois, LanzaTech is a leading provider of carbon management and advanced conversion technologies, focused on transforming waste materials into high-value fuels, chemicals, and critical inputs for industry. Our mission is to drive energy resilience, industrial competitiveness, and supply chain security by leveraging robust, scalable biotechnology solutions to maximize the value of domestic resources.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-141.7%Operating margin5
-87.7%Net margin5
12.6%Revenue growth, 20255
-$66.1MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Engineering and Other Services brought in 34% of the revenue LanzaTech Global, Inc. broke down this way in fiscal 2025.

  1. Engineering and Other Services$16.2M534%down 18% from 2024
  2. Carbon Smart$14.6M531%up 84% from 2024
  3. Grant Contributions - Engineering And Other Services$5.8M512%down 10% from 2024
  4. Research And Development$5.2M511%down 51% from 2024
  5. Other Contract Research$2.8M56%down 37% from 2024
  6. Joint Development Agreements$2.4M55%down 61% from 2024
Products and services by year
Products and services20242025
Engineering and Other Services$19.8M$16.2M
Carbon Smart$7.9M$14.6M
Grant Contributions - Engineering And Other Services$6.4M$5.8M
Research And Development$10.6M$5.2M
Other Contract Research$4.4M$2.8M
Joint Development Agreements$6.2M$2.4M

Regions

North America brought in 44% of the revenue LanzaTech Global, Inc. broke down this way in fiscal 2025.

  1. North America$24.7M544%up 5% from 2024
  2. Asia$16.5M530%up 86% from 2024
  3. Europe$14.6M526%down 10% from 2024
Regions by year
Regions20242025
North America$23.6M$24.7M
Asia$8.9M$16.5M
Europe$16.3M$14.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development53¢$53.2M
  • Selling, general and admin47¢$47.0M

Out of $55.8M in revenue.5 The company lost money this year.

Financial statements

Revenue675$55.8M in 2025+50% since 2022
0$20.0M$40.0M$60.0M$80.0M2022: $37.3M$37.3M20222023: $62.6M$62.6M2023+68%2024: $49.6M$49.6M2024−21%2025: $55.8M$55.8M2025+13%
Operating income675-$79.2M in 2025+5% since 2022
-$150.0M-$100.0M-$50.0M02022: -$75.6M-$75.6M20222023: -$106.4M-$106.4M2023+41%2024: -$108.9M-$108.9M2024+2%2025: -$79.2M-$79.2M2025−27%
Net income675-$49.0M in 2025−36% since 2022
-$150.0M-$100.0M-$50.0M02022: -$76.4M-$76.4M20222023: -$134.1M-$134.1M2023+76%2024: -$137.7M-$137.7M2024+3%2025: -$49.0M-$49.0M2025−64%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Total revenues$55.8M$49.6M
Collaborative arrangements$822.0K$2.6M
Related party transactions$93.0K$520.0K
Research and development expense$53.2M$77.0M
Depreciation expense$4.2M$5.6M
Selling, general and administrative expense$47.0M$50.0M
Total cost and operating expenses$135.0M$158.5M
Loss from operations-$79.2M-$108.9M
Interest income, net$1.2M$3.2M
Other income (expense), net$41.5M-$17.7M
Total other income (expense), net$42.8M-$14.6M
Loss from equity method investees, net-$12.5M-$14.2M
Net loss-$49.0M-$137.7M
Changes in credit risk of fair value instruments$1.1M-$1.1M
Foreign currency translation adjustments-$1.0M$124.0K
Comprehensive loss-$48.9M-$138.7M
Net loss per common share - basic - basic (in usd per share)-$22.27-$69.71
Net loss per common share - diluted - diluted (in usd per share)-$22.27-$69.71
Weighted-average number of common shares outstanding - basic (in shares)2.2M shares2.0M shares
Weighted-average number of common shares outstanding - diluted (in shares)2.2M shares2.0M shares

Compare LanzaTech Global, Inc. with another company

Corporate structure

LanzaTech Global, Inc. sits at the top of its group. 16 entities, 7 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of LanzaTech Global, Inc.

  • LanzaTech Global, Inc. Skokie, Illinois
    • LanzaJet Freedom Pines Fuels LLC Subsidiary · Delaware, United States
    • LanzaJet, Inc. Subsidiary · Delaware, United States
    • LanzaTech B.V. Subsidiary · Netherlands
    • LanzaTech Dragon SPV G Limited Subsidiary · United Kingdom
    • LanzaTech EU B.V. Subsidiary · Netherlands
    • LanzaTech Exelixis SPV AS Subsidiary · Norway
    • LanzaTech Freedom Pines Biorefinery LLC Subsidiary · Delaware, United States
    • LanzaTech Hong Kong Limited Subsidiary · Hong Kong
    • LanzaTech NP LLC Subsidiary · Delaware, United States
    • LanzaTech NZ Limit Subsidiary · New Zealand
    • LanzaTech NZ, Inc. Subsidiary · Delaware, United States
    • LanzaTech Private Limited Subsidiary · India
    • LanzaTech SPV LLC Subsidiary · Delaware, United States
    • LanzaTech TX LLC Subsidiary · Texas, United States
    • LanzaX LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What LanzaTech Global, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$58.0M5 Dec 31, 2025$60.1M5 Dec 31, 2024−3.4%
Accumulated depreciation$40.9M5 Dec 31, 2025$37.8M5 Dec 31, 2024+8.3%
Property and equipment, net$17.1M5 Dec 31, 2025$22.3M5 Dec 31, 2024−23.3%
Operating-lease assets (leased space)$14.4M5 Dec 31, 2025$26.8M5 Dec 31, 2024−46.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$13.2M5 Dec 31, 2025$43.5M5 Dec 31, 2024−69.7%
Stakes in other companies (equity method)$13.3M5 Dec 31, 2025$4.4M5 Dec 31, 2024+204.2%

Inventory

ItemLatestA year beforeChange
Inventory, total$684.0K5 Dec 31, 2025$2.2M5 Dec 31, 2024−68.3%

Properties, in its own words

LanzaTech’s global headquarters and R&D center are co-located at the Illinois Science + Technology Park research campus in Skokie, Illinois. This space is held pursuant to a commercial lease with a term through 2036. The facility houses LanzaTech’s state-of-the-art laboratories dedicated to synthetic biology, product synthesis, and analytics. In addition to its R&D center, LanzaTech owns real property known as the LanzaTech Freedom Pines Biorefinery located in Soperton, Georgia which is used for research and development activities. The site includes multiple gas fermentation systems of greater than 100L, emulating commercial designs and supporting laboratory facilities. The Freedom Pines site is also the location of LanzaJet’s ethanol-to-sustainable aviation fuel facility, which is located on property leased by LanzaTech to LanzaJet for the purpose of constructing and operating such facility.

Item 2 of the 10-K filed Mar 31, 2026.4

Leadership

Who has led LanzaTech Global, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (29)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • LanzaJet Freedom Pines Fuels LLC Delaware, USA3
  • LanzaJet, Inc. Delaware, USA3
  • LanzaTech B.V. The Netherlands3
  • LanzaTech Dragon SPV G Limited United Kingdom3
  • LanzaTech EU B.V. The Netherlands3
  • LanzaTech Exelixis SPV AS Norway3
  • LanzaTech Freedom Pines Biorefinery LLC Delaware, USA3
  • LanzaTech Hong Kong Limited Hong Kong3
  • LanzaTech NP LLC Delaware, USA3
  • LanzaTech NZ Limit New Zealand3
  • LanzaTech NZ, Inc. Delaware, USA3
  • LanzaTech Private Limited India3
  • LanzaTech SPV LLC Delaware, USA3
  • LanzaTech TX LLC Texas, USA3
  • LanzaTech, Inc. Delaware, USA3
  • LanzaX LLC Delaware, USA3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • AMCI Acquisition Corp. IIFeb 12, 2021 to Feb 9, 20232

Timeline

  1. Aug 14, 20268-K Results of operations45
  2. Jun 24, 20268-K Shareholder vote46
  3. Jun 4, 20268-K Other events47
  4. May 18, 20268-K Entered a material agreement48
  5. May 14, 20268-K Results of operations49
  6. May 4, 20268-K Regulation FD disclosure50
  7. Apr 17, 20268-K Change of auditor51
  8. Apr 16, 20268-K Change of auditor52
  9. Mar 31, 20268-K Results of operations53
  10. Feb 18, 20268-K Entered a material agreement54
  11. Feb 5, 20268-K Executive or director change55
  12. Jan 23, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed56
  13. Feb 10, 2023New chief executive Jennifer Holmgren becomes CEO11

Calendar

Coming up

  1. Nov 18, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.99 a share, on Nov 19, 2025.57

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results45
  2. May 14, 2026Reported quarterly or annual results49
  3. Mar 31, 2026Reported quarterly or annual results53
  4. Nov 19, 2025Reported quarterly or annual results58
  5. Aug 19, 2025Reported quarterly or annual results59
  6. May 19, 2025Reported quarterly or annual results60
  7. Apr 15, 2025Reported quarterly or annual results61
  8. Nov 8, 2024Reported quarterly or annual results62

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

359 filings to the SEC since October 2021: 6 annual reports, 17 quarterly reports, 87 major events, 103 insider forms, 24 large holders, 122 other. The latest 20:

  1. Aug 14, 202610-Q EDGAR
  2. Aug 14, 20268-K EDGAR
  3. Jul 23, 20263 EDGAR
  4. Jul 23, 20263 EDGAR
  5. Jul 23, 2026SCHEDULE 13G EDGAR
  6. Jun 24, 20268-K EDGAR
  7. Jun 4, 20268-K EDGAR
  8. May 28, 20263 EDGAR
  9. May 18, 20268-K EDGAR
  10. May 18, 2026424B5 EDGAR
  11. May 15, 2026SCHEDULE 13G/A EDGAR
  12. May 14, 202610-Q EDGAR
  13. May 14, 20268-K EDGAR
  14. May 11, 2026SCHEDULE 13G/A EDGAR
  15. May 4, 20268-K EDGAR
  16. Apr 29, 2026ARS EDGAR
  17. Apr 29, 2026DEF 14A EDGAR
  18. Apr 17, 20268-K/A EDGAR
  19. Apr 16, 20268-K EDGAR
  20. Mar 31, 202610-K EDGAR

The 359 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

3 open-market trades by officers, directors and large owners since October 2021: 1 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jan 21, 2026Guardians of New Zealand Superannuation10% ownerBuy969,858$5.00$4.8MForm 4
Mar 5, 2024Burton FreyaChief Sustainability OfficerSale50,225$3.24$162.7KForm 4
Mar 4, 2024Burton FreyaChief Sustainability OfficerSale37,268$3.15$117.4KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jennifer Holmgren, Ph.D.Chief Executive Officer65$630.0K$642.6K76
2025Aura CuellarFormer President$244.6K$603.8K76
2025Geoff TrukenbrodFormer Chief Financial Officer$36.4K$479.6K76
2025Sushmita KoyanagiChief Financial Officer48$335.0K$384.3K76
2025Zara SummersChief Strategy Officer$334.4K$344.5K76
2024Jennifer Holmgren, Ph.D.Chief Executive Officer65$771.9K$5.1M76
2024Aura CuellarFormer President$381.6K$1.2M76

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 40. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Highbridge Capital Management LLC458,904$3.1M0.2%New
Vanguard Capital Management LLC453,019$3.1M0.0%+370,546
BlackRock, Inc.255,164$1.7M0.0%+244,442
Polar Asset Management Partners Inc.247,945$1.7M0.0%New
Citadel Advisors LLC194,460$1.3M0.0%New
Novo Holdings A/s158,148$1.1M0.1%No change
Alliancebernstein L.P.42,320$677.5K0.0%New
Geode Capital Management, LLC98,612$672.7K0.0%+53,780
Millennium Management LLC52,131$355.5K0.0%New
State Street Corp32,602$222.3K0.0%+22,100
Vanguard Fiduciary Trust Co32,248$219.9K0.0%+11,991
Northern Trust Corp22,483$153.3K0.0%New
New York State Common Retirement Fund13,800$94.1K0.0%New
XTX Topco Ltd13,226$90.2K0.0%New
Goldman Sachs Group Inc12,250$83.5K0.0%New
UBS Group AG10,785$73.6K0.0%+9,720
Vanguard Portfolio Management LLC10,465$71.4K0.0%New
Morgan Stanley6,432$43.9K0.0%+6,429
SBI Securities Co., Ltd.3,029$20.7K0.0%+45
Barclays PLC1,779$12.1K0.0%New
Wells Fargo & Company/mn1,427$9.7K0.0%New
Nisa Investment Advisors, LLC1,135$7.7K0.0%New
Tower Research Capital LLC (TRC)1,118$7.6K0.0%+767
Rhumbline Advisers1,028$7.0K0.0%New
Bnp Paribas Financial Markets896$6.1K0.0%+874

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How LanzaTech Global, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARLanzaTech Global, Inc.1
  • CIK0001843724
  • Employer ID (EIN)92-20189694
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2860 Industrial Organic Chemicals1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address8045 Lamon Avenue, Suite 400, Skokie, IL 600771
  • Phone847-324-24001
  • Shares outstanding13,089,163 as of Aug 10, 20269
  • Public float$31.4M as of Jun 30, 20254
  • AuditorDeloitte & Touche LLP, Chicago, IL PCAOB ID 34; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceFeb 12, 20211
  • Filings388 in all: 8-K (87), 4 (71), 3 (41), 425 (26), 10-Q (16), CORRESP (15), UPLOAD (15), SC 13G (12)1
    All 46 form types

    DEFA14A (11), EFFECT (7), S-1/A (7), S-4/A (6), SC 13G/A (6), 10-K (5), NT 10-Q (5), POS AM (5), 424B3 (4), DEF 14A (4), 424B4 (3), 424B7 (3), 8-K/A (3), ARS (3), SCHEDULE 13D/A (3), 10-Q/A (2), 3/A (2), CERT (2), PRE 14A (2), S-1 (2), SCHEDULE 13G/A (2), SEC STAFF LETTER (2), 10-K/A (1), 144 (1), 25-NSE (1), 4/A (1), 424B5 (1), 8-A12B (1), 8-A12B/A (1), NT 10-K (1), PRER14A (1), S-3 (1), S-3/A (1), S-4 (1), S-8 (1), SC 13D (1), SCHEDULE 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Aug 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0000001 par valueLNZANasdaq
Warrants to purchase Common StockLNZAWNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks LanzaTech Global, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 77 risks under these headings, as written.4

  • Risks Related to Our Business and Industry
  • There is substantial doubt about our ability to continue as a going concern.
  • We will require substantial financing to fund our operations which may result in restrictions on our operations or substantial dilution to our stockholders, and which might not be available on acceptable terms, if at all.
  • We have incurred losses and anticipate continuing to incur losses.
  • If we lose key personnel or are unable to attract, integrate and retain additional key personnel, it could harm our research and development efforts, delay the commercialization of the new process technologies or the new aspects of our existing process technologies, delay the launch of process technologies in our development pipeline and impair our ability to meet our business objectives.
  • We and our industry partners have a limited operating history utilizing our technology with different feedstocks, which may make it difficult to evaluate our future viability and predict our future performance.
  • We have not yet generated material revenues from new business lines and our revenue forecast must be considered in light of the uncertainty and risks frequently encountered by companies in their early stage of development.
  • We may not be successful in scaling our cohort-based commercialization model, which remains central to our long-term strategy.
  • Even if we are successful in entering into strategic partnering arrangements, there are a number of different arrangements that we can pursue, and there are no assurances that we will select and negotiate the best arrangements for us and our stockholders.
  • We have entered into and anticipate entering into non-binding letters of intent, memoranda of understanding, term sheets and other arrangements with potential industry partners and cannot assure you that such arrangements will lead to definitive agreements. If we are unable to finalize these arrangements in a timely manner and on terms favorable to us, our business will be adversely affected.
  • We continue to face significant risks associated with our international expansion strategy.
  • Construction of our or our partners’ plants may not be completed in the expected timeframe or in a cost-effective manner. Any delays in the construction of plants could severely impact our business, financial condition, results of operations and prospects.
The other 66 risks
  • Failure to continuously reduce operating and capital costs for our and our partners’ facilities that deploy our process technologies may impact adoption of our process technologies and could severely impact our business, financial condition, results of operations and prospects.
  • Maintenance, expansion and refurbishment of our and our partners’ facilities, the construction of new facilities and the development and implementation of our new process technologies or new aspects of our existing process technologies involve significant risks.
  • Our government grants are subject to uncertainty, which could harm our business and results of operations.
  • Failure of LanzaJet to successfully complete, commission, scale and operate its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF may severely impact our business, financial condition, results of operations and prospects.
  • LanzaJet has an exclusive license to some of our intellectual property related to SAF.
  • Our commercial success may be influenced by the price of fossil feedstocks relative to the price of our waste-based feedstocks.
  • Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies may affect LanzaTech’s or our industry partners’ cost structure, gross margin and ability to compete.
  • Declines in the prices of feedstocks our competitors use to produce their products could allow them to reduce the prices of their products, which could cause us or our industry partners to reduce the prices of the products produced using our process technologies. This could make it uneconomical for our partners to produce products using our process technologies.
  • If the availability of the waste-based feedstocks used in our process technologies declines or competition for them increases, we or our business partners may experience delayed or reduced production or be required to raise the prices of the products produced using our process technologies, either of which could reduce the demand for the products produced using our process technologies and our revenue.
  • We compete in an industry characterized by rapidly advancing technologies, intense competition and a complex intellectual property landscape, and our failure to successfully compete with other companies in our industry may have a material adverse effect on our business, financial condition and results of operations and market share.
  • Technological innovation by others could render our technology and the products produced using our process technologies obsolete or uneconomical.
  • Our financial results could vary significantly from quarter to quarter and are difficult to predict.
  • Even if we successfully develop process technologies that produce products meeting our industry partners’ specifications, the adoption of such process technologies by our industry partners may be delayed or reduced, or our costs may increase, due to customer qualification, negative life cycle assessment or capital investment procedures.
  • Our and our industry partners’ failure to accurately forecast demand for any product produced using our process technologies could result in an unexpected shortfall or surplus that could negatively affect our results of operations.
  • Our success is highly dependent on our ability to maintain and efficiently utilize our technology platform, and to effectively identify potential products from which to develop and commercialize new process technologies, and problems related to our technology platform could harm our business and result in wasted research and development efforts.
  • We may not be successful in identifying new market opportunities and needs and developing our technology platform, or process technologies to produce products to meet those needs, which would limit our prospects and lead to greater dependency on the success of a smaller number of target products.
  • Our failure or the failure of our industry partners to realize expected economies of scale could limit our or our partners’ ability to sell products produced using our process technologies at competitive prices, negatively impact our ability to enter into other strategic arrangements and the potential for other industry partners to adopt our process technologies, and materially and adversely affect our business and prospects.
  • Natural or man-made disasters, social, economic and political instability, and other similar events may significantly disrupt our and our industry partners’ businesses, and negatively impact our results of operations and financial condition.
  • Governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization, may be implemented in a way that does not include products produced using our novel technology platform and process technologies or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business, results of operations and financial condition.
  • Any decline in the value of carbon credits or other incentives associated with products produced using our process technologies could harm our results of operations, cash flow and financial condition.
  • We expect to rely on a limited number of industry partners for a significant portion of our near-term revenue.
  • Our revenue is relatively concentrated within a small number of key customers, and the loss of one or more of such key customers may adversely affect our business, financial condition, and results of operations.
  • We and our industry partners are subject to extensive international, national and subnational laws and regulations, and any changes in relevant laws or regulations, or failure to comply with these laws and regulations, could have a material adverse effect on our business and could substantially hinder our and our partners’ ability to manufacture and commercialize products produced using our process technologies.
  • If scientists, policy makers, and other actors convince governments and corporations to enact policies that disfavor or disincentivize the production of carbon-based fuels and the development and deployment of carbon capture and utilization technology, it could harm our business, results of operations, and financial condition
  • We and our industry partners use hazardous materials and must comply with applicable environmental, health and safety laws and regulations. Any claims relating to improper handling, storage or disposal of these materials or noncompliance with applicable laws and regulations could be time consuming and costly and could adversely affect our business and results of operations.
  • We may be subject to product liability claims, which could result in material expense, diversion of management time and attention and damage to our business, reputation and brand.
  • Ethical, legal and social concerns about genetically engineered products and process technologies that use genetically engineered supplies could limit or prevent the use of products produced using our process technologies and could limit our revenues.
  • Our genetically engineered microbes may be subject to regulatory scrutiny and may face future development and regulatory difficulties. Additionally, failure to obtain import permits in a timely fashion for all relevant microbes in jurisdictions with our industry partners could adversely affect our business and continuity of operations.
  • The requirements of being a public company may strain our resources and divert management’s attention, and the legal, accounting and compliance expenses that result from being a public company may be greater than we anticipate.
  • If we experience a significant disruption in our information technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations and financial condition could be adversely affected.
  • International sales by us and our industry partners expose us and our industry partners to the risk of fluctuation in currency exchange rates, rates of foreign inflation and trade restrictions, which could adversely affect our results of operations.
  • Changes in interest rates and capital availability and other market factors may impact investment and financing decisions by our industry partners, which could adversely affect our results of operations.
  • Causes of supply chain challenges could result in delays or increased costs for us and our partners deploying our technologies.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Political and economic uncertainty, including the imposition of tariffs, changes in policies of the Chinese government or in relations between China and the United States, may impact our revenue and materially and adversely affect our business, financial condition, and results of operations.
  • Our ability or the ability of our partners to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters, which can change quickly with little advance notice.
  • Our operations and financial results may be impacted if the Chinese government determines that the contractual arrangements constituting part of the Shougang Joint Venture VIE structure do not comply with Chinese regulations, or if these regulations change or are interpreted differently in the future.
  • We and our partners may be subject to regulatory actions by the Chinese government targeting concerns related to data security and monopolistic behavior.
  • Changes in China’s economic, political or social conditions or legal system or government policies could have a material adverse effect on our business and operations.
  • We may be subject to risks that the Chinese government may intervene or influence our operations at any time.
  • An extended U.S. Government shutdown could materially adversely affect our business, results of operations, and financial condition.
  • Products produced by our process technologies compete with comparable products produced using fossil resources. The market prices for these alternatively produced products and commodities are subject to volatility and there is a limited referenceable market for the waste-based products that our process technologies enable.
  • Process performance at our partners’ plants is dependent on the quality and quantity of the feedstock supplied from the host facility.
  • The deployment of the technology for alternative waste gas feedstocks can lead to unforeseen issues due to the change in the upstream industrial process.
  • We are subject to litigation and adverse outcomes in such litigation could have a material adverse effect on our financial condition.
  • Risks Related to Our Intellectual Property
  • Our patent rights may not provide commercially meaningful protection against competition, and we may be unable to detect infringement of our patents.
  • Differences and uncertainties with respect to legal systems outside the United States could adversely affect the legal protection available to us.
  • We may not be able to operate our business without infringing the proprietary rights of third parties.
  • Trade secrets can be difficult to protect and enforce, and our inability to do so could adversely affect our competitive position.
  • If trade secrets are stolen, misappropriated or reverse engineered, others could use these designs to produce competing products.
  • If we are unable to prevent third parties from adopting, registering or using trademarks or otherwise violating our trademark rights, our business could be materially adversely affected.
  • We may not retain exclusive rights to intellectual property created as a result of our strategic partnering arrangements which could limit our prospects and result in costly and time-consuming disputes.
  • Some of our intellectual property may be subject to federal regulation such as “march-in” rights, reporting requirements and a preference for U.S. industry, and any such regulations could negatively impact our business and prospects.
  • We depend on certain technologies that are licensed to us. We do not control these technologies and any loss of our rights to them could prevent us from developing or selling our process technologies.
  • Any strategic partnering arrangement that involves the licensing of any of our intellectual property may increase our risks, harm our competitive position and increase our costs.
  • We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, or lawsuits asserted by a third party, which could be expensive, time consuming and unsuccessful.
  • Risks Related to Ownership of Our Securities
  • The price of our securities may be volatile.
  • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, negatively impacting its price and liquidity and our ability to access the capital markets.
  • Our stockholders will experience substantial dilution as a result of the exercise of the PIPE Warrant and the consummation of any additional equity financing.
  • There has not been an active market for trading in our common stock, and the Preferred Stock Conversion and the January 2026 Financing have concentrated, and the exercise of the PIPE Warrant will concentrate, our share ownership and could further limit trading activity.
  • Khosla Ventures and its affiliates have significant influence over us, and their interests may conflict with those of our other stockholders in the future.
  • A substantial portion of our total outstanding shares may be sold into the market at any time. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
  • Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.
  • We may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common stock.
  • Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment.
  • The Public Warrants are identical to the IPO Private Placement Warrants in material terms and provisions, except in certain circumstances, and are materially different from the AM Warrant, the FPA Warrant and the PIPE Warrant.

Legal proceedings

The Company is, and may from time to time be, involved in legal proceedings and exposed to potential claims in the normal course of business, including as described herein. Although we cannot predict the ultimate outcome of any legal matter with certainty, we currently do not believe the outcome of any of our pending legal proceedings will have a material adverse impact on our consolidated financial position, results of operations or cash flows. For a discussion of our legal proceedings, see Note 17 — Commitments and Contingencies to our consolidated financial statements included in Part II, “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, which is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.4

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