Key Highlights:
- Successful Closing of Private Placement Financings: 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$20.0 million and inMay 2026 , the Company entered into a subscription agreement withLanzaTech Global SPV, LLC , an entity controlled by a large existing investor, resulting in the immediate receipt of$10 million in gross proceeds through the issuance of 1,000,000 shares of common stock at$10.00 per share. TheMay 2026 agreement also provides both parties the right to require the issuance and purchase of up to an additional$20 million of common stock throughMay 2027 , subject to certain conditions, including that the Company may not call additional amounts if it has a month end cash balance above a minimum threshold. - Going Concern Remediation: Following management's assessment as required by GAAP, the Company has concluded that these capital raises, together with its ongoing business optimization and cost reduction plans, alleviates the substantial doubt about the Company's ability to continue as a going concern for the next twelve months that was previously disclosed.
- Awarded contract to build second generation ethanol plant in
India : InJanuary 2026 ,LanzaTech announced a contract withSpray Engineering Devices Ltd. to build a commercial-scale 24K MTA advanced biofuel plant inIndia using sugarcane bagasse, producing low-carbon ethanol, a high-value product with attractive decarbonization and downstream fuel market potential. UK SAF Project Reaches Key Development Milestone: InJanuary 2026 ,LanzaTech announced the selection of the pxSaltend Chemicals Park in theUK as the site for its Dragon II project.- Achieves Guaranteed performance at Japan MSW-Ethanol plant: The 1/10th commercial facility showcased robust ethanol yields exceeding guaranteed performance, demonstrating continuous ethanol production from unsorted, non-recyclable MSW-derived syngas. Converting global municipal solid waste into sustainable aviation fuel represents a potential total addressable market of approximately
$300 billion annually. - Net loss decreased to
$14.7 million and Adjusted EBITDA(1) loss decreased to$7.9 million in the first quarter 2026, compared to Net loss of$19.2 million and Adjusted EBITDA loss of$30.5 million in the first quarter 2025, reflecting meaningful progress in underlying operating performance, driven by disciplined cost optimization initiatives. - Delivered significant cost reductions, with operating expenses declining 59% quarter-over-quarter to
$13.5 million , reflecting the impact of organizational restructuring and efficiency measures implemented during 2025. - LanzaJet, in which the Company is a major shareholder, announces
$47M in New Capital and First Close of Equity Round at$650M Pre-Money Valuation: OnFebruary 11, 2026 ,LanzaTech , alongside other investors, entered into a Series A Preferred Stock Purchase and Exchange Agreement withLanzaJet, Inc. As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet Common Stock has been reduced to approximately 46%.
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(1) See “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Adjusted EBITDA” sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.
First Quarter 2026 Financial Results
The table below outlines key results for the three months ended
| All amounts in millions ($) | Three Months Ended | ||||||
| 2026 | 2025 | ||||||
| Revenue | $ | 12.0 | $ | 9.5 | |||
| Cost of revenue(1) | 8.3 | 7.5 | |||||
| Operating expenses | 13.5 | 33.0 | |||||
| Net loss | (14.7 | ) | (19.2 | ) | |||
| Adjusted EBITDA(2) | $ | (7.9 | ) | $ | (30.5 | ) | |
(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
$12.0 million for the first quarter of 2026, compared to total revenue of$9.5 million for the first quarter of 2025. The increase was primarily driven by a$4.6 million increase in engineering and other services revenue primarily due to the start of new projects with new and existing customers. The increase was partially offset by a$1.1 million reduction in JDA revenue reflecting project completions, a$0.5 million reduction in revenue received from LanzaJet for their sublicensing of our technology, a$0.4 million decrease in revenue from contract research sales and an approximately$0.2 million decrease in revenue from sales of CarbonSmart product.- Engineering and other services revenue in the first quarter of 2026 was
$6.4 million , compared to$1.8 million in the first quarter of 2025, due to entering into new projects with customers. - There was no revenue from JDA and contract research during the first quarter of 2026, compared to
$1.1 million in the first quarter of 2025, due to the completion of projects with existing customers. - Licensing revenue in the first quarter of 2026 was
$0.6 million , compared to$1.1 million in the first quarter of 2025, due to the decrease in licensing revenue received from LanzaJet for their sublicensing of our technology. - Contract research revenue in the first quarter of 2026 was
$1.0 million , compared to$1.4 million in the first quarter of 2025. The decrease was due to a higher number of sales in 2025 compared to 2026. - CarbonSmart revenue was
$4.1 million in the first quarter of 2026, compared to$4.2 million in the first quarter of 2025. The decrease was due to a higher number of sales in 2025 compared to 2026.
- Engineering and other services revenue in the first quarter of 2026 was
Cost of Revenue
- For the first quarter of 2026, cost of revenue was
$8.3 million , as compared to$7.5 million for the first quarter of 2025. The cost of revenue increase was primarily driven by a$1.7 million increase in engineering and other services revenue, which increase was consistent with higher production and sales volumes during the period. This increase was partially offset by a$0.5 million decrease in costs related to JDAs,$0.4 million decrease in costs associated with contract research activities and a$0.1 million decrease in costs associated with CarbonSmart product sales. The change in cost composition reflects the Company’s evolving business model, with a greater share of costs now attributable to product manufacturing and commercialization rather than service-based project activity.
Operating Expense
- For the first quarter of 2026 operating expense was
$13.5 million , as compared to$33.0 million for the first quarter of 2025. 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
- For the first quarter of 2026, net loss was
$14.7 million as compared to the first quarter of 2025 net loss of$19.2 million . The quarterly change is primarily due to an increase in our revenue quarter-over-quarter, and costs reductions as a result of our cost optimization and organizational streamlining initiatives.
Adjusted EBITDA
- The first-quarter of 2026 Adjusted EBITDA loss was
$7.9 million as compared to adjusted EBITDA loss of$30.5 million for first quarter of 2025. The quarter-over-quarter 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
March 31, 2026 , the Company had$23.8 million in total cash and restricted cash compared to total cash, restricted cash, and investments of$17.1 million as ofDecember 31, 2025 . The increase reflects our issuance of common stock for gross proceeds of$20 million , partially offset by continued use of cash to fund operating activities and our$2 million purchase of LanzaJet Series A Preferred Stock.
Management Comments
“This has been a period in which our transformation strategy has begun delivering measurable financial results. The restructuring initiatives implemented in mid-2025 drove a 59% reduction in operating expenses in Q1 2026 compared with Q1 2025, materially improving our cost structure while maintaining momentum across our strategic initiatives,” 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 Loan liability (net of interest accretion reversal), change in fair value of the Convertible Note and related transaction costs, 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) | |||||||
2026 | 2025 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 19,861 | $ | 13,164 | |||
| Trade and other receivables, net of allowance | 10,557 | 9,527 | |||||
| Contract assets, net of allowance | 6,683 | 6,541 | |||||
| Other current assets | 10,860 | 10,456 | |||||
| Total current assets | 47,961 | 39,688 | |||||
| Property, plant and equipment, net | 16,153 | 17,128 | |||||
| Right-of-use assets | 14,116 | 14,378 | |||||
| Equity method investment | 11,318 | 13,272 | |||||
| Equity security investment | 14,990 | 14,990 | |||||
| Other non-current assets | 671 | 751 | |||||
| Total assets | $ | 105,209 | $ | 100,207 | |||
| Liabilities, Mezzanine Equity and Shareholders’ Equity | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 10,443 | $ | 10,869 | |||
| Other accrued liabilities | 11,138 | 10,278 | |||||
| Warrants | 6 | 11 | |||||
| Fixed Maturity Consideration and current FPA Put Option liability | — | 4,123 | |||||
| Contract liabilities | 740 | 423 | |||||
| Accrued salaries and wages | 1,732 | 1,843 | |||||
| Current lease liabilities | 354 | 176 | |||||
| Total current liabilities | 24,413 | 27,723 | |||||
| Non-current lease liabilities | 15,973 | 16,388 | |||||
| Non-current contract liabilities | 5,760 | 5,896 | |||||
| FPA Put Option liability | — | 30,015 | |||||
| 11,000 | 10,900 | ||||||
| Other long-term liabilities | 4 | 8 | |||||
| Total liabilities | 57,150 | 90,930 | |||||
| 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 | 23 | |||||
| Additional paid-in capital | 1,079,833 | 1,013,195 | |||||
| Accumulated other comprehensive income | 1,436 | 1,444 | |||||
| Accumulated deficit | (1,033,233 | ) | (1,018,554 | ) | |||
| Total shareholders’ equity/(deficit) | 48,059 | (3,892 | ) | ||||
| Total liabilities, mezzanine equity and shareholders' equity | $ | 105,209 | $ | 100,207 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited, in thousands, except share and per share data) | |||||||
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| Revenues: | |||||||
| Contracts with customers and grants | $ | 7,279 | $ | 3,057 | |||
| CarbonSmart product sales | 4,050 | 4,204 | |||||
| Collaborative arrangements | — | 1,050 | |||||
| Related party transactions | 691 | 1,172 | |||||
| Total revenues | 12,020 | 9,483 | |||||
| Costs and operating expenses: | |||||||
| Contracts with customers and grants(1) | 4,209 | 2,902 | |||||
| CarbonSmart product sales(1) | 4,059 | 4,136 | |||||
| Collaborative arrangements(1) | — | 461 | |||||
| Related party transactions(1) | 23 | 14 | |||||
| Research and development expense | 4,008 | 16,494 | |||||
| Depreciation expense | 939 | 781 | |||||
| Selling, general and administrative expense | 8,593 | 15,748 | |||||
| Total cost and operating expenses | 21,831 | 40,536 | |||||
| Loss from operations | (9,811 | ) | (31,053 | ) | |||
| Other income (expense): | |||||||
| Interest income, net | 104 | 438 | |||||
| Other income (expense), net | (423 | ) | 17,918 | ||||
| Total other income (expense), net | (319 | ) | 18,356 | ||||
| Loss from equity method investees, net | (4,549 | ) | (6,532 | ) | |||
| Net loss | $ | (14,679 | ) | $ | (19,229 | ) | |
| Other comprehensive loss: | |||||||
| Changes in credit risk of fair value instruments | — | 2,696 | |||||
| Foreign currency translation adjustments | (8 | ) | (441 | ) | |||
| Comprehensive loss | $ | (14,687 | ) | $ | (16,974 | ) | |
| Net loss per common share - basic | $ | (1.77 | ) | $ | (9.79 | ) | |
| Net loss per common share - diluted | $ | (1.77 | ) | $ | (9.79 | ) | |
| Weighted-average number of common shares outstanding - basic(2) | 8,272,551 | 1,965,143 | |||||
| Weighted-average number of common shares outstanding - diluted(2) | 8,272,551 | 1,965,143 | |||||
(1) Exclusive of depreciation.
(2) All common stock share and per share data for all periods prior to the quarterly period ending
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) | |||||||
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| Cash Flows From Operating Activities: | |||||||
| Net loss | $ | (14,679 | ) | $ | (19,229 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Share-based compensation expense | 1,327 | 2,280 | |||||
| Gain on change in fair value of SAFE and warrant liabilities | (4 | ) | (2,932 | ) | |||
| Loss on change in fair value of the Amended | 100 | 11,426 | |||||
| Loss on Brookfield SAFE extinguishment | — | 6,216 | |||||
| Change in fair value of Convertible Note | — | (35,143 | ) | ||||
| Provisions for losses on trade and other receivables and contract assets, net of recoveries | — | 126 | |||||
| Depreciation of property, plant and equipment | 939 | 781 | |||||
| Amortization of discount on debt security investment | — | (37 | ) | ||||
| Non-cash lease expense | 262 | 490 | |||||
| Non-cash recognition of licensing revenue | (498 | ) | (1,108 | ) | |||
| Loss from equity method investees, net | 4,549 | 6,532 | |||||
| Unrealized (Gain)/Loss on net foreign exchange | (244 | ) | 275 | ||||
| Changes in operating assets and liabilities: | |||||||
| Accounts receivable, net | (1,030 | ) | 240 | ||||
| Contract assets | (221 | ) | 5,837 | ||||
| Accrued interest on debt investment | — | 32 | |||||
| Other assets | (394 | ) | 895 | ||||
| Accounts payable and accrued salaries and wages | (558 | ) | 1,171 | ||||
| Contract liabilities | 317 | 463 | |||||
| Operating lease liabilities | (237 | ) | (467 | ) | |||
| Other liabilities | 1,103 | 1,051 | |||||
| Net cash used in operating activities | (9,268 | ) | (21,101 | ) | |||
| Cash Flows From Investing Activities: | |||||||
| Purchase of property, plant and equipment | (55 | ) | (713 | ) | |||
| Proceeds from disposal of property, plant and equipment | 42 | — | |||||
| Proceeds from maturity of debt securities | — | 5,000 | |||||
| Net cash (used in) provided by investing activities | (2,013 | ) | 4,287 | ||||
| Cash Flows From Financing Activities: | |||||||
| Proceeds from issuance of common stock | 20,000 | — | |||||
| Settlement of Forward Purchase Agreement | (2,000 | ) | — | ||||
| Partial settlement of the Brookfield Loan | — | (12,500 | ) | ||||
| Net cash provided by (used in) financing activities | 18,000 | (12,500 | ) | ||||
| Effects of currency translation on cash, cash equivalents and restricted cash | (4 | ) | (389 | ) | |||
| Net decrease in cash, cash equivalents and restricted cash | 6,715 | (29,703 | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 17,051 | 45,737 | |||||
| Cash, cash equivalents and restricted cash at end of period | $ | 23,766 | $ | 16,034 | |||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||
| Acquisition of property, plant and equipment under accounts payable | $ | 21 | $ | 255 | |||
| Extinguishment of the Brookfield SAFE | — | 13,274 | |||||
| Issuance of the Brookfield Loan | — | (19,490 | ) | ||||
Reconciliation of Net Loss to Adjusted EBITDA (Unaudited, in thousands) | |||||||
| Three Months Ended | |||||||
| 2026 | 2025 | ||||||
| Net loss | $ | (14,679 | ) | $ | (19,229 | ) | |
| Depreciation | 939 | 781 | |||||
| Interest income, net | (104 | ) | (438 | ) | |||
| Stock-based compensation expense and change in fair value of warrant liabilities(1) | 1,323 | (652 | ) | ||||
| Loss on Brookfield SAFE extinguishment | — | 6,216 | |||||
| Change in fair value of Convertible Note and related transaction costs | — | (35,143 | ) | ||||
| Change in fair value of the Brookfield Loan (net of interest accretion reversal) | 100 | 11,426 | |||||
| Loss from equity method investees, net | 4,549 | 6,532 | |||||
| Adjusted EBITDA | $ | (7,872 | ) | $ | (30,507 | ) | |
(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
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