LanzaTech Global Inc

Item 1A. Risk Factors

Our risk factors are disclosed in Part I, Item 1A of our 2024 Annual Report. [Other than as described below, there have been no material changes from our updates to the risk factors discussed in Part I, Item 1A. Risk Factors, of our 2024 Annual Report as updated in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, except as follows:

There can be no assurance that a Financing will be successfully consummat and June 30, 2025.

An extended or achieve the anticipated results.

ManageU.S. Government has concluded that there is substantial doubt about our ability to continue as a going concern, and therefore, we have been evaluating options to enhance our liquidity position with financing. On May 7, 2025, we entered into the PIPE Purchase Agreement, pursuant to which we (i) issued 20,000,000 shashutdown could materially adversely affect our business, results of Series A Preferred Stock that are convertible on a one-to-one basis into shares of common stockoperations, and (ii) agreed to issue immediately prior to the consummation of a Ffinancing (as defined below) (such time, the Issuance Time), if and only if the Issuance Time occurs on or prior to May 7, 2026, the PIPE Warrant to purchase 780,000,000 shares of common stock. The Company also agreed to usal condition.

A portion of our revenue its reasonable best efforts to consummate a Subsequent Financing. In addition, pursuant to the PIPE Purchase Agreement, with the Majority Holders consent and in lieu of the Subsequent Financing, the Company may consummate ans linked to projects supported directly other financing that does not constitute a Subsequent Financing (an Other Financing and any such Other Financing or a Subsequent Financing, a Financing).

Securing such Financing will require substantial additional time and attention from our management and may divert attention away from our business activities, which may adversely affect our ability to conduct our day-to-day operations and execute on our business initiatives. We may incur additional significant legal, accounting and advisory fees and or indirectly by U.S. government programs, including those administered by ther expenses, some of which may be incurred regardless of whether we successfully enter into any Financing. Any such expenses will decrease the remain Department of Energy (DOE). The U.S. continues to face a changing cash available for use in our business. Additionally, securing any Financing will be dependent on a number of factors that may be beyond our control, including, amgeopolitical environment, along other things, market conditions and, the interest of third party investors. We are actively pursuing a Financing; however, we dont currently have any committed capital and we have had difficulties raising capital in the past. There can be no assurawith certain fiscal and economic challenges, and unce that any Financing will be successfully consummated or achieve the anticipated results.

If we are unable to complete any Financing or otherwise obtain financing sufficient to meet our liquidity needs rtainty exists regarding how future budget and continue operations, it would have a material adverse effect on our business and our ability to continue to oprogram decisions will unfold. During perate, in which case, holderiods of our common stock could lose all or a significant portion of their investfederal government.

Our stockholders will experience substantial dilution as a result of the exercise of the PIPE Warrant and the consummation of a Financing; and Nasdaq has used its discretionary authority to delist securiti shutdowns, many government agencies in largely dilutive transactions. 

As of August 14, 2025, we had 231,995,967 shares of common stock issued and outstanding and a large number of shares of common stock reserved for future issuance in connection with warrants, equity-based awards granted under the executive compensand contracting offices cease operation plans of the Company and the conversion of the Series A Preferred Stock. Pursuant to the PIPE Purchase Agreement, we have also agreed upon satisfaction of certain conditions to issue the PIPE Warrant to purchar operate at reduced capacity. These up to 780,000,000 shares of common stock, which PIPE Warrant will become exercisable if and when the Conditions to Exershutdowns may delay funding decise have been satisfied. Additionally, a Financing, if consummated,ions, new could result

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in the issuance of up to 1,200,000,000 shares of common stock. The issuance of additional shares of common stock upon the exercise of the PIPE Warrant and the consummation of a Financing, if any, could tract awards, contract modifications, and may result in the issuance of a maximum of 1,980,000,000 shares of common stock (without giving effect to the Reverse Stock Split), increasing the number of shares issued and outstanding as of August 14, 2025 by 853%, which would result in significant dilution for stockholsuspension of ongoing work unders of their ownership and vo existing interests in the Company. contracts.

In addition, under Nasdaq Listing Rule 5101, Nasdaq has broad discretionary authority to delist securities out of public interest concerns even ithe event of a company otherwise meets all enumerated criteria for continued listing and has received stockholder approval as required by its organizational docuprolonged federal governments and Nasdaq Listing Rules. Nasdaq has exercised such authority shutdown, we may experience delays in the past to make delisting determinations with respecritical DOE-dependent project to listed companies due to concerns relating to substantial stockholder dilution, inmilestones. This could including significant increases in authorized shares without a correse:

Postponding immediate use for a significant portion of such shares and reverse stock splits that do not include a corresponding decrease to authorized shares.

We cannot assure you that Nasdaq will not exercise its discreted disbursement of grants or cooperative agreements;

Slower progressionary authority to make a delisting determination with respect to our common Stock or that we will be successful in challenging any such determination. If the Companys common Stock were to be delisted, it would adversely affect the value and liquidity of the common Stock and could also affect the Companys ability to raise additional financing through a public or through loan guarantee processes; and

Financing bottlenecks for cost-share private sale of equity securities in the future.

There has not been an active market for trading in our ojects reliant on DOE common stock, and the issuance of shares upon conversion of the Series A Preferred Stock,itments.

Such delays could shift exercise of the PIPE Warrant and in connection with a Financing will concentrate our share ownership and could further limit trading activity.

There currently is not an active market for trading in our common stock, which we believe is in part due to the strategic processes we were evaluating and that resulted in the issuance of the Series A Preferred Stock.

In addition, if we issue shares of common stock upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrant and in connection with a Financing, the ownership of our common stock will be concentratedpected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for projects in a limited number of holders. Assuming (i) the full conversion of the Series A Preferred Stock into common stock, (ii) the full cashless exercise of the PIPE Warrant for shares of common stock and (iii) the issuance of $35.0 million in value of shares of our common stock (or 700,000,000 of shares of common stock at a price of $0.05 per share) to new investors with no current shareholdings in the Company and that are not affiliated with Khosla Ventures and its affiliates (i.e., the minimum share issuance in a Subsequent Financing), Khosla Ventures and its affiliates would beneficially own approximately 48.7% of the outstanding shares of common stockearlier cohorts where DOE involvement plays a catalytic role.

Government shutdowns can also create uncertainty in federal budgeting and procurement priorities, which wcould represent the largest ownership posduce future opportunition of the Company, the investors in such Financing would colleces for our products. We continue to actively beneficially own approximately 40.4% of the outstanding shares of common stock and no other existimanage this risk by seeking stockholder would beneficiallto diversify own 5% or more of the outstaur project funding shares of common stock. To the extent that Khosla Ventures and its affiliates or any existing Company stockholder participources, engage privates in any such Financing, their benefici capital ownership would further increasepartners, and if only one investor participates in the Financing, such investor would beneficially own a significant portion of our common stock with the upper levels of such ownership sequence project cohorts to mitigate dependent on the size of any Financing and cy. Nonethe levels of participation therein. This concentration of share ownership could further limit trading activity in our common stock and make it more difficult for stockholders to sell their common stock at prevailing market prices or at all.

Khosla Ventures and its affiliates will have significaless, these efforts may not be successful, and prolonged government influence over us followfunding the exercise of the PIPE Warrant, and their interests may conflict with those of our other stockholders in the future.

Khosla Ventures and its affiliates currentdisruptions could negatively have the largest ownership position in impact the Company, which position will increase upon exercise of the PIPE Warrant and which would be further concentrated to the extent they participate in a Financing. See -There has not been an active market for tradtiming of certain revenue streams and increase working in our common stock, and the icapital pressuance of shares upon conversion of re in the Series A Preferred Stock, exercise of tnear term.

The PIPE Warrant and in connection with a Financing will concentrate our share ownership and could further limit trading activity. Under the Certificate timing and duration of Designation, the 20,000,000 shares of Series A Preferred Stockany shutdown are entitled to an aggregate of 60,000,000 votes. As a result, aunpredictable, and so long as they hold a signifiwe cant amount of our voting power, Khosla Ventures

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and inot estimate ts affilihe ultimates will have significant influence over the outcome of all matters requiring stockholder approval, including the election and removal of our directors, and thereby our corporate and management policies. In addition, Khosla Ventures and its affiliates may vote their shares in a manner that, in their judgment, could enhance their investment, but which may effect on our business. Any prolonged or repeated shutdowns could have a material adverse effect on our financial conflict with our intedition, results or those of our other stockholders. This concentrperation of ownership may also delay or deter possible changes in control of the Company or deprive our other stockholders of an opportunity to receive a premium for their shares of common stock as part of a sale of the Company, which may ultimately affect the market price of our common stock.

s, and ability to execute our strategic objectives.