LanzaTech Global Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to _______Commission File Number:001-40282 LanzaTech Global, Inc.(Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) (847) 324-2400(Registrant’s telephone number, including area code) Name of each exchange on which registered Common Stock, $0.0000001 par value 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 thepreceding 12 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 past90 days.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 smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2of the Exchange Act. 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 orrevised financial accounting 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 overfinancial 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 auditreport.☐ 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 filingreflect the correction 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 anyof 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 $31,351,533 based on the closing price of the registrant’sCommon Stock on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter). The number of shares outstanding of the registrant’s Common Stock as of March 25, 2026 was 10,089,163. Documents incorporated by reference: Part III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securitiesand Exchange Commission within 120 days after the close of the fiscal year ended December31, 2025. TABLE OF CONTENTS PART IPageItem1.Business6Item1A.Risk Factors22Item1B.Unresolved Staff Comments58Item 1C.Cybersecurity59Item2.Properties60Item3.Legal Proceedings60Item4.Mine Safety Disclosures60 PART IIItem5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities62Item 6.[Reserved]62Item7.Management's Discussion and Analysis of Financial Condition and Results of Operations62Item7A.Quantitative and Qualitative Disclosures About Market Risk77Item8.Financial Statements and Supplementary Data78Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure135Item9A.Controls and Procedures135Item 9B.Other Information136 PART IIIItem10.Directors, Executive Officers and Corporate Governance138Item11.Executive Compensation138Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters138Item13.Certain Relationships and Related Transactions, and Director Independence139Item14.Principal AccountingFees and Services140 Item15.Exhibits,Financial Statement Schedules142Item 16.Form 10-K Summary147Signatures148 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 ExchangeAct of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. This includes, w