LanzaTech Global (LNZA) risk factors, FY2024 10-K

Risks Related to Our Business and Industry

1. 01There is substantial doubt about our ability to continue as a going concern
2. 02We will require substantial financing to fund our operations which financing 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
3. 03We received a non-binding proposal on April 3, 2025, from Carbon Direct Capital offering to acquire all of the outstanding shares of our common stock for $0.02 per share (the “Take-Private Proposal”)
4. 04We have incurred losses and anticipate continuing to incur losses
5. 05We 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
6. 06We 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
7. 07Even 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
8. 08We continue to face significant risks associated with our international expansion strategy
9. 09Construction 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
10. 10Failure 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
11. 11Maintenance, 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
12. 12investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm our business, financial condition, results of operations and cash flows
13. 13Our government grants are subject to uncertainty, which could harm our business and results of operations
14. 14Failure of LanzaJet to complete 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
15. 15LanzaJet has an exclusive license to some of our intellectual property related to SAF
16. 16Our commercial success may be influenced by the price of fossil feedstocks relative to the price of our waste-based feedstocks
17. 17Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies may affect our or our industry partners’ cost structure, gross margin and ability to compete
18. 18marketing resources, greater brand recognition, stronger historical relationships with their customers and more experience and expertise in intellectual property rights and operating within certain international locations
19. 19Technological innovation by others could render our technology and the products produced using our process technologies obsolete or uneconomical
20. 20Our financial results could vary significantly from quarter to quarter and are difficult to predict
21. 21Due to these and other factors, our financial results for any quarterly or annual period may not meet our expectations or the expectations of our investors and may not be meaningful indications of our future performance
22. 22Our 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
23. 23We 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
24. 24Natural 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
25. 25expensive to produce than petroleum-based fuel given the lack of a carbon price or direct regulations and these governmental programs support a market for biomass-based and low-carbon fuel that might not otherwise exist
26. 26Any 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
27. 27We expect to rely on a limited number of industry partners for a significant portion of our near-term revenue
28. 28Our 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
29. 29emissions. Potential changes to regulatory, permit and authorization standards, requirements or processes may result in uncertainty and additional costs for us and our industry partners
30. 30We 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
31. 31Ethical, 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
32. 32The 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
33. 33If 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
34. 34International 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
35. 35Changes 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
36. 36Causes of supply chain challenges could result in delays or increased costs for us and our partners deploying our technologies
37. 37Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
38. 38Political 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
39. 39Our 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
40. 40Our 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
41. 41We and our partners may be subject to regulatory actions by the Chinese government targeting concerns related to data security and monopolistic behavior
42. 42Changes 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
43. 43We may be subject to risks that the Chinese government may intervene or influence our operations at any time
44. 44Process performance at our partners’ plants is dependent on the quality and quantity of the feedstock supplied from the host facility
45. 45The deployment of the technology for alternative waste gas feedstocks can lead to unforeseen issues due to the change in the upstream industrial process
46. 46We 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

1. 47Our patent rights may not provide commercially meaningful protection against competition, and we may be unable to detect infringement of our patents
2. 48Differences and uncertainties with respect to legal systems outside the United States could adversely affect the legal protection available to us
3. 49We may not be able to operate our business without infringing the proprietary rights of third parties
4. 50Trade secrets can be difficult to protect and enforce, and our inability to do so could adversely affect our competitive position
5. 51If trade secrets are stolen, misappropriated or reverse engineered, others could use these designs to produce competing products
6. 52If 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
7. 53We 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
8. 54Some 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
9. 55We 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
10. 56Any 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
11. 57We 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

1. 58The price of our securities may be volatile
2. 59There 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, liquidity, and our ability to access the capital markets
3. 60A 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
4. 61Reports 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
5. 62We 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
6. 63Because 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
7. 64The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except in certain circumstances, and are materially different from the LanzaTech warrants
8. 65You may only be able to exercise your Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of our common stock from such exercise than if you were to exercise such warrants for cash
9. 66trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of our common stock from such exercise than if you were to exercise such warrants for cash
10. 67We and Legacy LanzaTech have identified material weaknesses in our internal control over financial reporting. While some of these material weaknesses have been remediated, they could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner
11. 68Delaware law and provisions in our certificate of incorporation and bylaws could make a takeover proposal more difficult
12. 69We may not have the funds necessary to satisfy our future obligations under the Forward Purchase Agreement (“FPA”)