Key Highlights:
- Non-Controlling Ownership Milestone in LanzaJet: On
December 16, 2025 ,LanzaTech received its final tranches of LanzaJet common stock, which brought the Company’s ownership percentage and non-controlling interest in LanzaJet to 53%. This announcement followed the successful commissioning and production of ASTM-certified sustainable fuels including Synthetic Paraffinic Kerosene (SPK) and Renewable Diesel (RD) at LanzaJet’sFreedom Pines Fuels facility inSoperton, Georgia , the world’s first commercial-scale plant to produce jet fuel from ethanol. - LanzaJet, in which the Company is a major shareholder, announces
$47M in New Capital and First Close of Equity Round at$650M Pre-Money Valuation: OnFebruary 11, 2026 ,LanzaTech , alongside other investors, entered into a Series A Preferred Stock Purchase and Exchange Agreement withLanzaJet, Inc. As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet Common Stock has been reduced to approximately 46%. - Successful Closing of Private Placement Financing: In
January 2026 ,LanzaTech announced the closing of the sale and issuance of shares of its common stock to a group of investors, including new investor, SiteGround, for gross proceeds of$20 million . - Grant Agreement signed for €40 million grant from the European Union’s
Innovation Fund : The grant, which was awarded inNovember 2025 , strategically links carbon capture and utilization (CCU) with carbon capture and storage (CCS) to service the needs of the chemicals, marine and aviation sectors. - Net loss decreased to
$49.0 million and Adjusted EBITDA(1)decreased to$71.3 million in 2025, compared to Net loss of$137.7 million and Adjusted EBITDA of$88.2 million in 2024, reflecting meaningful progress in underlying operating performance, driven by disciplined cost optimization initiatives. - Delivered significant cost reductions, with full-year operating expenses declining 21% year-over-year to
$104.5 million and fourth-quarter operating expenses decreasing 45% year-over-year to$18.3 million , reflecting the impact of organizational restructuring and efficiency measures implemented during 2025.
(1) See “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Adjusted EBITDA” sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.
Fourth Quarter 2025 Financial Results
The table below outlines key results for the years ended
| All amounts in millions ($) | Three Months Ended | Years Ended | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue | $ | 28.0 | $ | 12.0 | $ | 55.8 | $ | 49.6 | |||||||
| Cost of revenue(1) | 9.9 | 5.6 | 30.5 | 26.0 | |||||||||||
| Operating expenses | 18.3 | 33.5 | 104.5 | 132.6 | |||||||||||
| Net loss | (0.1 | ) | (27.0 | ) | (49.0 | ) | (137.7 | ) | |||||||
| Adjusted EBITDA(2) | $ | 2.4 | $ | (21.2 | ) | $ | (71.3 | ) | $ | (88.2 | ) | ||||
(1) Exclusive of depreciation.
(2) See “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Adjusted EBITDA” sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.
Revenue
- Reported total revenue of
$28.0 million and$55.8 million in the fourth-quarter and full-year of 2025, respectively, as compared to total revenue of$12.0 million and$49.6 million in the fourth-quarter and full-year of 2024, respectively. The increase in both periods was primarily driven by$8.5 million in licensing revenue from LanzaJet for sublicensing our technology. The increase for the full year compared to prior year was also driven by an increase in CarbonSmart product sales. The CarbonSmart increase was driven by expanded commercialization and higher customer adoption. The increase for the quarter compared to prior quarter was also driven by an increase in Engineering and other services revenue.- Licensing revenue in the fourth quarter of 2025 was
$16.7 million , compared to$1.1 million in the fourth quarter of 2024, due to the increase in licensing revenue received from LanzaJet for their sublicensing of our technology. - Engineering and other services revenue in the fourth quarter of 2025 was
$8.5 million , compared to$5.3 million in the fourth quarter of 2024, due to entering into a new project with a customer. - JDA and contract research revenue earned during the quarter was
$0.7 million in the fourth quarter of 2025, compared to$1.7 million in the fourth quarter of 2024, due to the completion of projects with existing customers and the absence of new contracts as a result of workforce reductions. - CarbonSmart revenue was
$3.6 million in the fourth quarter of 2025, compared to$3.9 million in the fourth quarter of 2024. The decrease was due to a higher number of sales in 2024 compared to 2025.
- Licensing revenue in the fourth quarter of 2025 was
Cost of Revenue
- Fourth-quarter and full-year 2025 cost of revenue was
$9.9 million and$30.5 million , respectively, as compared to$5.6 million and$26.0 million for fourth-quarter and full-year 2024, respectively. Cost of revenue for fourth-quarter 2025 was largely comprised of the cost of the CarbonSmart product sold and headcount allocations related to the delivery of biorefining services and JDA work. Gross margin for fourth quarter 2025 was 65 percent compared to 54 percent for the fourth quarter of 2024, primarily due to licensing revenue received from LanzaJet for their sublicensing of our technology.
Operating Expense
- Fourth-quarter and full-year 2025 operating expenses were
$18.3 million and$104.5 million , respectively, as compared to$33.5 million and$132.6 million for fourth-quarter and full-year 2024, respectively. The decrease was primarily due to a decrease in personnel and contractor expenses related to R&D projects and administrative operations, reflecting headcount reductions implemented during 2025 as part of the Company’s broader cost optimization initiatives.
Net Loss
- Fourth-quarter and full-year 2025 net losses were
$0.1 million and$49.0 million , respectively, as compared to fourth-quarter and full-year 2024 net losses of$27.0 million and$137.7 million , respectively. The quarterly and full-year change is primarily due to non-cash gains on financial instruments, and factors that drove revenue growth and operating expense decrease.
Adjusted EBITDA
- Fourth-quarter 2025 adjusted EBITDA income was
$2.4 million and full-year 2025 adjusted EBITDA loss was$71.3 million , as compared to adjusted EBITDA losses of$21.2 million and$88.2 million for fourth-quarter and full-year 2024, respectively. The year-over-year change is mainly attributable to the same factors that drove the change in net loss for the comparative period.
Balance Sheet and Liquidity
- As of
December 31, 2025 , the Company had$17.1 million in total cash and restricted cash compared to total cash, restricted cash, and investments of$58.1 million as ofDecember 31, 2024 . The decrease reflects continued use of cash to fund operating activities, timing of receipts from customers and government projects, and limited inflows from new funding sources, partially offset by the liquidation of investments and our financing activities.
Management Comments
“This has been a year of disciplined transformation. By aligning our structure to the realities of the market and focusing on the highest-value paths—especially the growing demand for SAF—we believe that we’ve strengthened our position and regained momentum,” said Dr.
About
Forward-Looking Statements
This press release includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the Company’s management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, the Company’s management. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including the Company's ability to continue operations as a going concern; the Company's ability to attract new investors and raise substantial additional financing to fund its operations and/or execute on its other strategic options; delays or interruptions in government contract awards, funding cycles or agency operations (including due to a government shutdown) that could postpone project milestones and defer related revenue recognition; the Company's ability to maintain the listing of the
Non-GAAP Financial Measures
To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.
We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities (net of interest accretion reversal), change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net. We monitor and have presented in this earnings press release Adjusted EBITDA because it is a key measure used by our management and the Board to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we include in net loss. Accordingly, we believe Adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects.
Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. For example, Adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; (iii) excludes gain or losses on equity method investee; and (iv) excludes certain income or expense items that do not provide a comparable measure of our business performance. In addition, the expenses and other items that we exclude in our calculations of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results. In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
| CONSOLIDATED BALANCE SHEETS | |||||||
| (Unaudited, in thousands, except share and per share data) | |||||||
| 2025 | 2024 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 13,164 | $ | 43,499 | |||
| Held-to-maturity investment securities | — | 12,374 | |||||
| Trade and other receivables, net of allowance | 9,527 | 9,456 | |||||
| Contract assets, net of allowance | 6,541 | 18,975 | |||||
| Other current assets | 10,456 | 15,030 | |||||
| Total current assets | 39,688 | 99,334 | |||||
| Property, plant and equipment, net | 17,128 | 22,333 | |||||
| Right-of-use assets | 14,378 | 26,790 | |||||
| Equity method investment | 13,272 | 4,363 | |||||
| Equity security investment | 14,990 | 14,990 | |||||
| Other non-current assets | 751 | 6,873 | |||||
| Total assets | $ | 100,207 | $ | 174,683 | |||
| Liabilities, Mezzanine Equity and Shareholders’ Equity | |||||||
| Current liabilities: | |||||||
| Accounts payable | 10,869 | 5,289 | |||||
| Other accrued liabilities | 10,278 | 8,876 | |||||
| Warrants | 11 | 3,531 | |||||
| Fixed Maturity Consideration and current FPA Put Option liability | 4,123 | 4,123 | |||||
| Contract liabilities | 423 | 6,168 | |||||
| Accrued salaries and wages | 1,843 | 2,302 | |||||
| Current lease liabilities | 176 | 158 | |||||
| Total current liabilities | 27,723 | 30,447 | |||||
| Non-current lease liabilities | 16,388 | 30,619 | |||||
| Non-current contract liabilities | 5,896 | 5,233 | |||||
| FPA Put Option liability | 30,015 | 30,015 | |||||
| Brookfield SAFE liability | — | 13,223 | |||||
| 10,900 | — | ||||||
| Convertible Note | — | 51,112 | |||||
| Other long-term liabilities | 8 | 587 | |||||
| Total liabilities | 90,930 | 161,236 | |||||
| Mezzanine Equity | |||||||
| Convertible preferred stock, | 2 | — | |||||
| Preferred stock - additional paid-in capital | 13,167 | — | |||||
| Total mezzanine equity | 13,169 | — | |||||
| Shareholders’ Equity/(Deficit) | |||||||
| Common stock, | 23 | 19 | |||||
| Additional paid-in capital | 1,013,195 | 981,638 | |||||
| Accumulated other comprehensive income | 1,444 | 1,393 | |||||
| Accumulated deficit | (1,018,554 | ) | (969,603 | ) | |||
| Total shareholders’ equity/(deficit) | (3,892 | ) | 13,447 | ||||
| Total liabilities, mezzanine equity and shareholders' equity | 100,207 | 174,683 | |||||
(1) All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||||||||||||||
| (Unaudited, in thousands, except share and per share data) | |||||||||||||||
| Three Months Ended | Years Ended | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenues: | |||||||||||||||
| Contracts with customers and grants | $ | 7,428 | $ | 5,311 | $ | 18,298 | $ | 22,995 | |||||||
| CarbonSmart product sales | 3,631 | 3,933 | 14,625 | 7,943 | |||||||||||
| Collaborative arrangements | — | 1,104 | 2,425 | 5,573 | |||||||||||
| Related party transactions | 16,940 | 1,682 | 20,497 | 13,081 | |||||||||||
| Total revenues | 27,999 | 12,030 | 55,845 | 49,592 | |||||||||||
| Costs and operating expenses: | |||||||||||||||
| Contracts with customers and grants(1) | 6,530 | 985 | 15,438 | 15,341 | |||||||||||
| CarbonSmart product sales(1) | 3,322 | 3,894 | 14,191 | 7,543 | |||||||||||
| Collaborative arrangements(1) | — | 532 | 822 | 2,566 | |||||||||||
| Related party transactions(1) | 33 | 157 | 93 | 520 | |||||||||||
| Research and development expense | 11,500 | 16,459 | 53,184 | 77,007 | |||||||||||
| Depreciation expense | 1,367 | 1,278 | 4,227 | 5,567 | |||||||||||
| Selling, general and administrative expense | 5,452 | 15,745 | 47,046 | 49,981 | |||||||||||
| Total cost and operating expenses | 28,204 | 39,050 | 135,001 | 158,525 | |||||||||||
| Loss from operations | (205 | ) | (27,020 | ) | (79,156 | ) | (108,933 | ) | |||||||
| Other income (expense): | |||||||||||||||
| Interest income, net | 273 | 710 | 1,214 | 3,162 | |||||||||||
| Other income (expense), net | 2,377 | 5,616 | 41,539 | (17,726 | ) | ||||||||||
| Total other income (expense), net | 2,650 | 6,326 | 42,753 | (14,564 | ) | ||||||||||
| Loss from equity method investees, net | (2,529 | ) | (6,299 | ) | (12,548 | ) | (14,234 | ) | |||||||
| Net loss | $ | (84 | ) | $ | (26,993 | ) | $ | (48,951 | ) | $ | (137,731 | ) | |||
| Other comprehensive loss: | |||||||||||||||
| Changes in credit risk of fair value instruments | — | (1,096 | ) | 1,091 | (1,096 | ) | |||||||||
| Foreign currency translation adjustments | (124 | ) | 322 | (1,040 | ) | 124 | |||||||||
| Comprehensive loss | $ | (208 | ) | $ | (27,767 | ) | $ | (48,900 | ) | $ | (138,703 | ) | |||
| Net loss per common share - basic | $ | (0.04 | ) | $ | (13.65 | ) | $ | (22.27 | ) | $ | (69.71 | ) | |||
| Net loss per common share - diluted | $ | (0.04 | ) | $ | (13.65 | ) | $ | (22.27 | ) | $ | (69.71 | ) | |||
| Weighted-average number of common shares outstanding - basic(2) | 2,320,158 | 1,977,891 | 2,197,935 | 1,975,799 | |||||||||||
| Weighted-average number of common shares outstanding - diluted(2) | 2,320,158 | 1,977,891 | 2,197,935 | 1,975,799 | |||||||||||
(1) Exclusive of depreciation.
(2) All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
| (Unaudited, in thousands) | |||||||
| 2025 | 2024 | ||||||
| Cash Flows From Operating Activities: | |||||||
| Net loss | $ | (48,951 | ) | $ | (137,731 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Share-based compensation expense | 7,201 | 13,208 | |||||
| Gain on change in fair value of SAFE and warrant liabilities | (3,469 | ) | (17,887 | ) | |||
| Loss on change in fair value of the Brookfield Loan | 5,310 | — | |||||
| Gain on change in fair value of the Amended | (1,400 | ) | — | ||||
| Loss on Brookfield SAFE extinguishment | 6,216 | — | |||||
| Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities | — | 23,510 | |||||
| Change in fair value of Convertible Note | (42,980 | ) | 11,894 | ||||
| Gain on change in fair value of PIPE Warrant liability | (8,800 | ) | — | ||||
| Gain on partial lease termination | (60 | ) | — | ||||
| recoveries | 1,994 | 961 | |||||
| Depreciation of property, plant and equipment | 4,227 | 5,592 | |||||
| Amortization of discount on debt security investment | (34 | ) | (854 | ) | |||
| Non-cash lease expense | 1,553 | 1,713 | |||||
| Non-cash recognition of licensing revenue | (20,665 | ) | (11,532 | ) | |||
| Loss from equity method investees, net | 12,548 | 14,234 | |||||
| Loss from disposal of property, plant and equipment | — | (25 | ) | ||||
| Unrealized Loss on net foreign exchange | 610 | (284 | ) | ||||
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable, net | (117 | ) | 557 | ||||
| Contract assets | 10,797 | 9,162 | |||||
| Accrued interest on debt investment | (83 | ) | 183 | ||||
| Other assets | 6,250 | (2,066 | ) | ||||
| Accounts payable and accrued salaries and wages | 5,121 | (1,790 | ) | ||||
| Contract liabilities | (375 | ) | 311 | ||||
| Operating lease liabilities | (1,629 | ) | 641 | ||||
| Other liabilities | 1,882 | 1,143 | |||||
| Net cash used in operating activities | (64,854 | ) | (89,060 | ) | |||
| Cash Flows From Investing Activities: | |||||||
| Purchase of property, plant and equipment | (1,258 | ) | (5,312 | ) | |||
| Proceeds from disposal of property, plant and equipment | — | 25 | |||||
| Purchase of debt securities | — | (27,083 | ) | ||||
| Proceeds from maturity of debt securities | 12,408 | 60,722 | |||||
| Net cash provided by investing activities | 11,150 | 28,352 | |||||
| Cash Flows From Financing Activities: | |||||||
| Proceeds from issuance of preferred stock | 15,050 | — | |||||
| Issuance costs related to preferred stock | (1,881 | ) | — | ||||
| Settlement of | — | (10,039 | ) | ||||
| Proceeds from exercise of options | — | 300 | |||||
| Proceeds from issuance of Convertible Note, net | — | 40,000 | |||||
| Repurchase of equity instruments of the Company | — | (48 | ) | ||||
| Partial settlement of the Brookfield Loan | (12,500 | ) | — | ||||
| Proceeds from PIPE Warrant | 24,950 | — | |||||
| Net cash provided by financing activities | 25,619 | 30,213 | |||||
| Effects of currency translation on cash, cash equivalents and restricted cash | (601 | ) | (52 | ) | |||
| Net decrease in cash, cash equivalents and restricted cash | (28,686 | ) | (30,547 | ) | |||
| Cash, cash equivalents and restricted cash at beginning of period | 45,737 | 76,284 | |||||
| Cash, cash equivalents and restricted cash at end of period | $ | 17,051 | $ | 45,737 | |||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||
| Acquisition of property, plant and equipment under accounts payable | — | 132 | |||||
| Right-of-use asset additions | — | 10,194 | |||||
| Extinguishment of the Brookfield SAFE | 13,274 | — | |||||
| Issuance of the Brookfield Loan | (19,490 | ) | — | ||||
| Extinguishment of the Brookfield Loan | 12,300 | — | |||||
| Issuance of the Amended | (12,300 | ) | — | ||||
| Cashless issuance of equity for Convertible Notes | 8,132 | — | |||||
| Non-cash change in lease liability on partial termination | 13,025 | — | |||||
| Non-cash change in ROU assets on partial termination | (13,085 | ) | — | ||||
| Non-cash partial reversal of | — | 24,084 | |||||
| Third-party issuance costs for the Convertible Note | — | 3,169 | |||||
| Reconciliation of Net Loss to Adjusted EBITDA | |||||||||||||||
| (Unaudited, in thousands) | |||||||||||||||
| Three Months Ended | Years Ended | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net loss | $ | (84 | ) | $ | (26,993 | ) | $ | (48,951 | ) | $ | (137,731 | ) | |||
| Depreciation | 1,367 | 1,278 | 4,227 | 5,567 | |||||||||||
| Interest income, net | (273 | ) | (710 | ) | (1,214 | ) | (3,162 | ) | |||||||
| Stock-based compensation expense and change in fair value of Brookfield SAFE and warrant liabilities(1) | 1,256 | 6,191 | 3,732 | (4,679 | ) | ||||||||||
| Loss on Brookfield SAFE extinguishment | — | — | 6,216 | — | |||||||||||
| Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities | — | — | — | 23,283 | |||||||||||
| Change in fair value of Convertible Note and related transaction costs | — | (7,296 | ) | (42,980 | ) | 14,276 | |||||||||
| Change in fair value of PIPE Warrant | — | — | (8,800 | ) | — | ||||||||||
| Change in fair value of the Brookfield Loan (net of interest accretion reversal) | — | — | 5,310 | — | |||||||||||
| Change in fair value of the Amended | (2,400 | ) | — | (1,400 | ) | — | |||||||||
| Loss from equity method investees, net | 2,529 | 6,299 | 12,548 | 14,234 | |||||||||||
| Adjusted EBITDA | $ | 2,395 | $ | (21,231 | ) | $ | (71,312 | ) | $ | (88,212 | ) | ||||
(1) Stock-based compensation expense represents expense related to equity compensation plans.
Investor Relations Contact:
investors@lanzatech.com
Public Relations/Media Contact:
freya@lanzatech.com
Source: