LanzaTech Global Inc 2024年度报告

FORM10-K LanzaTech Global, Inc. (Exact Name of Registrant as Specified in Its Charter) 92-2018969(I.R.S. EmployerIdentification No.) Name of each exchange on whichregistered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant:(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, an emerging growth company or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Non-accelerated filer☒ 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $204,694,359based on the closing price of the registrant’s CommonStock on June 30, 2024.The number of shares outstanding of the registrant’s Common Stock as of April 10, 2025 was197,900,285. Documents incorporated by reference: Part III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securities andExchange Commission within 120 days after the close of the fiscal year ended December 31, 2024. TABLE OF CONTENTS PART IPageItem1.Business4Item1A.Risk Factors22Item1B.Unresolved Staff Comments59Item 1C.Cybersecurity59Item2.Properties60Item3.Legal Proceedings60Item4.Mine Safety Disclosures60 PART IIItem5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities60Item 6.[Reserved]61Item7.Management's Discussion and Analysis of Financial Condition and Results of Operations62Item7A.Quantitative and Qualitative Disclosures About Market Risk73Item8.Financial Statements and Supplementary Data74Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure124Item9A.Controls and Procedures124Item 9B.Other Information125 PART IIIItem10.Directors, Executive Officers and Corporate Governance125Item11.Executive Compensation125Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters125Item13.Certain Relationships and Related Transactions, and Director Independence126Item14.Principal AccountingFees and Services126 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the “Form 10-K” or “Annual Report”) contains “forward-looking statements” within themeaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. This includes, withoutlimitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations.These statements constitute projections, forecasts and forward-looking statements, and are not guarant