LanzaTech Global, Inc. Announces Dismissal of Deloitte & Touche, Engagement of BDO USA, P.C. as New Auditor

Key Points from the Report

• Auditor Change: LanzaTech Global, Inc. (“LanzaTech” or “the Company”) has announced the dismissal of Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm and the engagement of BDO USA, P.C. (“BDO”) as its new auditor for the fiscal year ending December 31, 2026.
• Timing and Process: The change was approved and recommended by the Audit Committee and Board of Directors, effective April 10, 2026.
• No Disagreements: During Deloitte’s tenure as auditor (fiscal years ended December 31, 2025 and 2024, and through April 10, 2026), there were no disagreements with Deloitte on accounting principles, practices, financial statement disclosure, or auditing scope or procedure.
• Material Weaknesses in Internal Controls: The company identified material weaknesses in internal control over financial reporting in both the 2024 and 2025 fiscal years. These included:
  • Accounting for complex transactions and estimates requiring significant judgment
  • Revenue recognition
  • Deficiencies across multiple components of the Committee of Sponsoring Organizations (COSO) Internal Control – Integrated Framework, such as control activities, monitoring, risk assessment, and information and communication

  These weaknesses were discussed with Deloitte, and the company has authorized Deloitte to respond fully to inquiries from BDO.

• Going Concern Warning: Deloitte’s audit reports for 2024 and 2025 included an explanatory paragraph regarding “substantial doubt about the Company’s ability to continue as a going concern.”
• No Restatements: Despite the material weaknesses, there were no restatements of financial statements, nor did the weaknesses lead to any disagreements with Deloitte.
• SEC Letter from Deloitte: Deloitte has provided a letter to the SEC confirming its agreement with the Company’s disclosures regarding their dismissal.
• No Prior Consultations with BDO: Before engaging BDO, neither the Company nor anyone on its behalf consulted with BDO regarding (i) the application of accounting principles to a specified transaction or (ii) any matter that was the subject of a disagreement or reportable event.

Important Considerations for Shareholders

• Potential Price Sensitivity:
  • Change of Auditor: A change in a company’s independent auditor can be significant and may impact investor confidence, especially when accompanied by disclosures about material weaknesses in internal controls and going concern warnings.
  • Material Weaknesses in Internal Controls: The presence of unremediated material weaknesses in financial reporting and internal controls for two consecutive years is a key risk factor. Investors should closely monitor management’s efforts to address these deficiencies, as failure to do so could impact the Company’s ability to produce reliable financial statements and its access to capital.
  • Going Concern Warning: The explicit warning by the outgoing auditor about substantial doubt regarding the Company’s ability to continue as a going concern is highly material. This may reflect liquidity challenges, ongoing losses, or other financial pressures that could affect future operations and valuation.
  • No Restatements or Disagreements: While the absence of restatements and disagreements with the outgoing auditor is reassuring, the existence of internal control weaknesses still presents risks.
• Shareholder Action: Investors are encouraged to review the upcoming financial statements for signs of progress in remediating internal control weaknesses and to monitor management’s communications regarding strategies to address going concern risks.

Summary Table of Registered Securities

Other Information

• Emerging Growth Company Status: LanzaTech Global, Inc. has indicated it is not an emerging growth company.
• SEC Documentation: All filings, including the Deloitte letter and other exhibits, are available for public review.

Conclusion

The combination of an auditor change, ongoing material weaknesses in internal controls, and going concern warnings are all significant developments for LanzaTech Global, Inc. Shareholders and potential investors should closely monitor subsequent filings, management’s remediation plans, and any updates regarding the Company’s financial position and liquidity.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research, review all relevant filings, and consult with a qualified financial advisor before making investment decisions. The information summarized here is based on official SEC filings and may be subject to further updates or clarifications by the Company.

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