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Page
|
| |||
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
| | | | H-1 | | | |
| | | | I-1 | | | |
| | | | J-1 | | | |
| | | | K-1 | | |
| | |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares(1) |
| ||||||
LanzaTech stockholders(2)
|
| | | | 164,167,259 | | | | | | 164,167,259 | | |
AMCI public stockholders
|
| | | | 15,000,000 | | | | | | 1,674,776 | | |
PIPE Investors(3)
|
| | | | 18,000,000 | | | | | | 18,000,000 | | |
AMCI Insiders(4)
|
| | | | 3,750,000 | | | | | | 2,779,130 | | |
| | | | | 200,917,259 | | | | | | 186,621,165 | | |
| | |
As of
September 30, 2022 |
| |||
Trust Account Value
|
| | | $ | 150,969,468 | | |
Total shares of Class A common stock
|
| | | | 15,000,000 | | |
Trust Account Value per share of Class A common stock
|
| | | $ | 10.06 | | |
| | |
Assuming no
Redemptions |
| |
Assuming 20%
Redemptions |
| |
Assuming 40%
Redemptions |
| |
Assuming 60%
Redemptions |
| |
Assuming
Maximum Possible Redemptions(1) |
| |||||||||||||||
Redemptions ($)
|
| | | $ | 0 | | | | | $ | 30,060,000 | | | | | $ | 60,120,000 | | | | | $ | 90,180,000 | | | | | $ | 134,113,468 | | |
Redemptions (Shares)
|
| | | | 0 | | | | | | 3,000,000 | | | | | | 6,000,000 | | | | | | 9,000,000 | | | | | | 13,325,224 | | |
Deferred underwriting commission
|
| | | $ | 200,000 | | | | | $ | 200,000 | | | | | $ | 200,000 | | | | | $ | 200,000 | | | | | $ | 200,000 | | |
Cash left in the Trust Account post redemptions less deferred underwriting commission
|
| | | $ | 150,769,468 | | | | | $ | 120,709,468 | | | | | $ | 90,649,468 | | | | | $ | 60,589,468 | | | | | $ | 16,656,000 | | |
Class A common stock post redemptions
|
| | | | 15,000,000 | | | | | | 12,000,000 | | | | | | 9,000,000 | | | | | | 6,000,000 | | | | | | 1,674,776 | | |
Trust Value Per Share
|
| | | $ | 10.05 | | | | | $ | 10.06 | | | | | $ | 10.07 | | | | | $ | 10.10 | | | | | $ | 9.95 | | |
| | |
Assuming No
Redemptions |
| |
Assuming 20%
Redemptions |
| |
Assuming 40%
Redemptions |
| |
Assuming 60%
Redemptions |
| |
Assuming Maximum
Redemptions(1) |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||||||||||||||
Public shares
|
| | | | 15,000,000 | | | | | | 6.53% | | | | | | 12,000,000 | | | | | | 5.29% | | | | | | 9,000,000 | | | | | | 4.02% | | | | | | 6,000,000 | | | | | | 2.72% | | | | | | 1,674,776 | | | | | | 0.78% | | |
Shares issued to LanzaTech Stockholders(2)
|
| | | | 164,167,259 | | | | | | 71.47% | | | | | | 164,167,259 | | | | | | 72.41% | | | | | | 164,167,259 | | | | | | 73.38% | | | | | | 164,167,259 | | | | | | 74.45% | | | | | | 164,167,259 | | | | | | 76.21% | | |
Founder shares of AMCI
Insiders(3) |
| | | | 3,750,000 | | | | | | 1.63% | | | | | | 3,750,000 | | | | | | 1.65% | | | | | | 3,750,000 | | | | | | 1.68% | | | | | | 3,500,000 | | | | | | 1.59% | | | | | | 2,779,130 | | | | | | 1.29% | | |
Shares issued to PIPE
Investors(4) |
| | | | 18,000,000 | | | | | | 7.83% | | | | | | 18,000,000 | | | | | | 7.94% | | | | | | 18,000,000 | | | | | | 8.04% | | | | | | 18,000,000 | | | | | | 8.16% | | | | | | 18,000,000 | | | | | | 8.35% | | |
Shares underlying public
warrants |
| | | | 7,500,000 | | | | | | 3.26% | | | | | | 7,500,000 | | | | | | 3.31% | | | | | | 7,500,000 | | | | | | 3.35% | | | | | | 7,500,000 | | | | | | 3.40% | | | | | | 7,500,000 | | | | | | 3.48% | | |
Shares underlying private
placement warrants |
| | | | 3,500,000 | | | | | | 1.52% | | | | | | 3,500,000 | | | | | | 1.54% | | | | | | 3,500,000 | | | | | | 1.56% | | | | | | 3,500,000 | | | | | | 1.59% | | | | | | 3,500,000 | | | | | | 1.62% | | |
Shares underlying LanzaTech warrants
|
| | | | 1,279,553 | | | | | | 0.56% | | | | | | 1,279,553 | | | | | | 0.56% | | | | | | 1,279,553 | | | | | | 0.57% | | | | | | 1,279,553 | | | | | | 0.58% | | | | | | 1,279,553 | | | | | | 0.59% | | |
Shares underlying LanzaTech
options |
| | | | 16,553,188 | | | | | | 7.20% | | | | | | 16,553,188 | | | | | | 7.30% | | | | | | 16,553,188 | | | | | | 7.40% | | | | | | 16,553,188 | | | | | | 7.51% | | | | | | 16,553,188 | | | | | | 7.68% | | |
Shares outstanding
|
| | | | 229,750,000 | | | | | | 100.00% | | | | | | 226,750,000 | | | | | | 100.00% | | | | | | 223,750,000 | | | | | | 100.00% | | | | | | 220,500,000 | | | | | | 100.00% | | | | | | 215,453,906 | | | | | | 100.00% | | |
(in millions)
|
| |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption(1) |
| ||||||
Sources | | | | | | | | | | | | | |
Proceeds from Trust Account
|
| | | $ | 151 | | | | | $ | 17 | | |
PIPE Investment Amount(2)
|
| | | | 180 | | | | | | 180 | | |
Brookfield SAFE
|
| | | | 50 | | | | | | 50 | | |
Sellers’ Equity
|
| | | | 1,817 | | | | | | 1,817 | | |
Total Sources
|
| | | $ | 2,198 | | | | | $ | 2,064 | | |
Uses | | | | | | | | | | | | | |
Cash on Balance Sheet
|
| | | $ | 365 | | | | | $ | 231 | | |
Sellers’ Equity
|
| | | | 1,817 | | | | | | 1,817 | | |
Transaction costs(3)
|
| | | $ | 16 | | | | | $ | 16 | | |
Total Uses
|
| | | $ | 2,198 | | | | | $ | 2,064 | | |
| | |
Assuming No
Redemptions |
| |
Assuming 20%
Redemptions |
| |
Assuming 40%
Redemptions |
| |
Assuming 60%
Redemptions |
| |
Assuming Maximum
Redemptions(1) |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||||||||||||||
Public shares
|
| | | | 15,000,000 | | | | | | 6.53% | | | | | | 12,000,000 | | | | | | 5.29% | | | | | | 9,000,000 | | | | | | 4.02% | | | | | | 6,000,000 | | | | | | 2.72% | | | | | | 1,674,776 | | | | | | 0.78% | | |
Shares issued to LanzaTech Stockholders(2)
|
| | | | 164,167,259 | | | | | | 71.47% | | | | | | 164,167,259 | | | | | | 72.41% | | | | | | 164,167,259 | | | | | | 73.38% | | | | | | 164,167,259 | | | | | | 74.45% | | | | | | 164,167,259 | | | | | | 76.21% | | |
Founder shares of AMCI Insiders(3)
|
| | | | 3,750,000 | | | | | | 1.63% | | | | | | 3,750,000 | | | | | | 1.65% | | | | | | 3,750,000 | | | | | | 1.68% | | | | | | 3,500,000 | | | | | | 1.59% | | | | | | 2,779,130 | | | | | | 1.29% | | |
Shares issued to PIPE Investors(4)
|
| | | | 18,000,000 | | | | | | 7.83% | | | | | | 18,000,000 | | | | | | 7.94% | | | | | | 18,000,000 | | | | | | 8.04% | | | | | | 18,000,000 | | | | | | 8.16% | | | | | | 18,000,000 | | | | | | 8.35% | | |
Shares underlying public warrants
|
| | | | 7,500,000 | | | | | | 3.26% | | | | | | 7,500,000 | | | | | | 3.31% | | | | | | 7,500,000 | | | | | | 3.35% | | | | | | 7,500,000 | | | | | | 3.40% | | | | | | 7,500,000 | | | | | | 3.48% | | |
Shares underlying private placement warrants
|
| | | | 3,500,000 | | | | | | 1.52% | | | | | | 3,500,000 | | | | | | 1.54% | | | | | | 3,500,000 | | | | | | 1.56% | | | | | | 3,500,000 | | | | | | 1.59% | | | | | | 3,500,000 | | | | | | 1.62% | | |
Shares underlying LanzaTech warrants
|
| | | | 1,279,553 | | | | | | 0.56% | | | | | | 1,279,553 | | | | | | 0.56% | | | | | | 1,279,553 | | | | | | 0.57% | | | | | | 1,279,553 | | | | | | 0.58% | | | | | | 1,279,553 | | | | | | 0.59% | | |
Shares underlying LanzaTech options
|
| | | | 16,553,188 | | | | | | 7.20% | | | | | | 16,553,188 | | | | | | 7.30% | | | | | | 16,553,188 | | | | | | 7.40% | | | | | | 16,553,188 | | | | | | 7.51% | | | | | | 16,553,188 | | | | | | 7.68% | | |
Shares outstanding
|
| | | | 229,750,000 | | | | | | 100.00% | | | | | | 226,750,000 | | | | | | 100.00% | | | | | | 223,750,000 | | | | | | 100.00% | | | | | | 220,500,000 | | | | | | 100.00% | | | | | | 215,453,906 | | | | | | 100.00% | | |
| | | | | |
CY 2025E Total Enterprise
Value / Revenue |
| |
CY 2025E Total Enterprise
Value / Adj. EBITDA |
| ||||||
Synthetic Biology
|
| |
(Median)
|
| | | | 5.2x | | | | | | 17.1x | | |
Sustainable Materials & Fuels
|
| |
(Median)
|
| | | | 1.5x | | | | | | 9.9x | | |
Decarbonization Enablers
|
| |
(Median)
|
| | | | 3.7x | | | | | | 28.1x | | |
| | |
Forecast
Year Ended December 31, |
| |||||||||||||||||||||||||||
($ in millions)
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| |||||||||||||||
Total Revenue
|
| | | | 64 | | | | | | 179 | | | | | | 436 | | | | | | 701 | | | | | | 966 | | |
of which: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
One-Time Revenue
|
| | | | 57 | | | | | | 156 | | | | | | 383 | | | | | | 517 | | | | | | 629 | | |
Recurring Revenue(1)
|
| | | | 7 | | | | | | 23 | | | | | | 53 | | | | | | 184 | | | | | | 338 | | |
Cost of Goods Sold (ex. Depreciation)(2)
|
| | | | (37) | | | | | | (115) | | | | | | (282) | | | | | | (370) | | | | | | (446) | | |
Non-GAAP Gross Profit(3)
|
| | | | 28 | | | | | | 63 | | | | | | 154 | | | | | | 332 | | | | | | 520 | | |
SG&A and Other
|
| | | | (65) | | | | | | (68) | | | | | | (74) | | | | | | (81) | | | | | | (95) | | |
Adjusted EBITDA(4)
|
| | | | (38) | | | | | | (4) | | | | | | 81 | | | | | | 251 | | | | | | 426 | | |
| | | | | | | |||||||||||||||||||||||||
($ in millions)
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| |||||||||||||||
Total Revenue
|
| | | | 46 | | | | | | 177 | | | | | | 350 | | | | | | 736 | | | | | | 1,026 | | |
of which: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
One-Time Revenue
|
| | | | 38 | | | | | | 137 | | | | | | 292 | | | | | | 568 | | | | | | 656 | | |
Recurring Revenue(1)
|
| | | | 8 | | | | | | 40 | | | | | | 58 | | | | | | 168 | | | | | | 370 | | |
Cost of Goods Sold (ex. Depreciation)(2)
|
| | | | (28) | | | | | | (115) | | | | | | (233) | | | | | | (480) | | | | | | (564) | | |
Non-GAAP Gross Profit(3)
|
| | | | 18 | | | | | | 62 | | | | | | 117 | | | | | | 256 | | | | | | 461 | | |
SG&A and Other
|
| | | | (78) | | | | | | (103) | | | | | | (103) | | | | | | (95) | | | | | | (102) | | |
Adjusted EBITDA(4)
|
| | | | (62) | | | | | | (30) | | | | | | 58 | | | | | | 232 | | | | | | 430 | | |
| | |
Forecasted
Year Ended December 31, |
| |||||||||||||||||||||||||||
‘000 tonnes per annum
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| |||||||||||||||
New Capacity Additions
|
| | | | 203 | | | | | | 166 | | | | | | 357 | | | | | | 1,360 | | | | | | 1,260 | | |
Cumulative Capacity
|
| | | | 248 | | | | | | 414 | | | | | | 771 | | | | | | 2,131 | | | | | | 3,391 | | |
‘000 tonnes per annum
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| |||||||||||||||
New Capacity Additions
|
| | | | 218 | | | | | | 0 | | | | | | 260 | | | | | | 1,205 | | | | | | 1,116 | | |
Cumulative Capacity
|
| | | | 263 | | | | | | 263 | | | | | | 523 | | | | | | 1,728 | | | | | | 2,844 | | |
(in millions)
|
| |
Assuming
No Redemption |
| |
Assuming
Maximum Redemption(1) |
| ||||||
Sources | | | | | | | | | | | | | |
Proceeds from Trust Account
|
| | | $ | 151 | | | | | $ | 17 | | |
Private Placement(2)
|
| | | | 180 | | | | | | 180 | | |
Brookfield SAFE
|
| | | | 50 | | | | | | 50 | | |
Sellers’ Equity
|
| | | | 1,817 | | | | | | 1,817 | | |
Total Sources
|
| | | $ | 2,198 | | | | | $ | 2,064 | | |
Uses | | | | | | | | | | | | | |
Cash on Balance Sheet
|
| | | $ | 365 | | | | | $ | 231 | | |
Sellers’ Equity
|
| | | | 1,817 | | | | | | 1,817 | | |
Transaction costs(3)
|
| | | | 16 | | | | | | 16 | | |
Total Uses
|
| | | $ | 2,198 | | | | | $ | 2,064 | | |
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
Advisory Charter Proposal A — Changes in Capital Stock
|
| | The Current Charter authorizes 301,000,000 shares of capital stock, consisting of 280,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock, and 1,000,000 shares of preferred stock. | | | The Proposed Charter would authorize 420,000,000 shares of capital stock, consisting of 400,000,000 shares of New LanzaTech Common Stock and 20,000,000 shares of preferred stock. | |
Advisory Charter Proposal B — Director Removal
|
| | The Current Charter provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of AMCI capital stock entitled to vote generally in the election of directors, voting together as a single class. | | | The Proposed Charter would provide that no director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of at least 662∕3% of the voting power of the outstanding shares of stock of New LanzaTech entitled to vote on the election of such director, voting together as a single class. | |
Advisory Charter Proposal C — Vote Required to Amend Certain Provisions of the Proposed Charter
|
| | The Current Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the Current Charter and AMCI’s bylaws, except that (i) at least 66 2∕3% of the voting power of all outstanding shares of capital stock of AMCI is required to amend the indemnification provisions of our bylaws and (ii) at least 65% of all outstanding AMCI Shares is required to amend certain restrictions on AMCI prior to the Business Combination. | | | The Proposed Charter would require the approval by affirmative vote of the holders of at least 662∕3% in voting power of the then outstanding shares of New LanzaTech Common Stock to amend certain provisions of the Proposed Charter as follows: Article V, which addresses the number, election, terms and removal of the classified board structure and any directors thereof; Article VII, which addresses special meetings, notice requirements for such meetings and actions by written consent; Article IX, which addresses | |
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
| | | | | | requirements to amend, alter, change or repeal certain provisions of the Proposed Charter; and Article X, which addresses the exclusive forum requirements for lawsuits. | |
Advisory Charter Proposal D — Stockholder Action by Written Consent
|
| | The Current Charter permits only holders of Class B common stock to take action by written consent in lieu of taking action at a meeting of stockholders. | | | The Proposed Charter would prohibit stockholder action by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent. | |
Advisory Charter Proposal E — Changes in Connection with Adoption of the Proposed Charter
|
| | The Current Charter contains various provisions applicable only to blank check companies. | | | The Proposed Charter would (i) change the post-Business Combination company’s corporate name from “AMCI Acquisition Corp. II” to “LanzaTech Global, Inc.” and make New LanzaTech’s corporate existence perpetual and (ii) remove certain provisions related to our status as a blank check company that will no longer apply upon consummation of the Business Combination. | |
|
Total shares transferred(1)
|
| | | | 164,167,259 | | |
|
Value per share(2)
|
| | | $ | 10.00 | | |
|
Total share consideration
|
| | | $ | 1,641,672,590 | | |
|
Options exchanged(3)
|
| | | | 165,531,880 | | |
|
Warrants exchanged(4)
|
| | | | 9,795,530 | | |
|
Total equity value(5)
|
| | | $ | 1,817,000,000 | | |
| | |
Assuming
No Redemptions (Shares) |
| |
%
|
| |
Assuming
Maximum Redemptions (Shares) |
| |
%
|
| ||||||||||||
AMCI Public Stockholders
|
| | | | 15,000,000 | | | | | | 7.5% | | | | | | 1,674,776 | | | | | | 0.9% | | |
AMCI Insiders
|
| | | | 3,750,000 | | | | | | 1.9% | | | | | | 2,779,130 | | | | | | 1.5% | | |
Total AMCI Shares
|
| | | | 18,750,000 | | | | | | 9.4% | | | | | | 4,453,906 | | | | | | 2.4% | | |
Existing LanzaTech stockholders
|
| | | | 164,167,259 | | | | | | 81.6% | | | | | | 164,167,259 | | | | | | 88.0% | | |
PIPE Investors
|
| | | | 18,000,000 | | | | | | 9.0% | | | | | | 18,000,000 | | | | | | 9.6% | | |
Pro Forma New LanzaTech Common Stock at September 30, 2022(1)
|
| | | | 200,917,259 | | | | | | 100.0% | | | | | | 186,621,165 | | | | | | 100.0% | | |
| | |
As of September 30, 2022
|
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||||||||||||||
| | |
AMCI
Acquisition Corp. II (Historical) |
| |
LanzaTech
NZ, Inc. (Historical) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 7 | | | | | $ | 50,370 | | | | | $ | 150,969 | | | | |
|
(B)
|
| | | | $ | 385,104 | | | | | $ | (134,113) | | | | |
|
(N)
|
| | | | $ | 250,991 | | |
| | | | | | | | | | | | | | | | | (200) | | | | |
|
(C)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (16,042) | | | | |
|
(D)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 150,000 | | | | |
|
(E)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 50,000 | | | | |
|
(F)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other receivables, net of allowance
|
| | | | — | | | | | | 11,588 | | | | | | — | | | | | | | | | | | | 11,588 | | | | | | — | | | | | | | | | | | | 11,588 | | |
Contract assets
|
| | | | — | | | | | | 14,848 | | | | | | — | | | | | | | | | | | | 14,848 | | | | | | — | | | | | | | | | | | | 14,848 | | |
Prepaid expenses – current
|
| | | | 278 | | | | | | — | | | | | | (278) | | | | |
|
(A)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other current assets
|
| | | | — | | | | | | 12,009 | | | | | | 278 | | | | |
|
(A)
|
| | | | | 11,047 | | | | | | — | | | | | | | | | | | | 11,047 | | |
| | | | | | | | | | | | | | | | | (1,240) | | | | |
|
(D)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Current Assets
|
| | | | 285 | | | | | | 88,815 | | | | | | 333,487 | | | | | | | | | | | | 422,587 | | | | | | (134,113) | | | | | | | | | | | | 288,474 | | |
Investments held in Trust Account
|
| | | | 150,969 | | | | | | — | | | | | | (150,969) | | | | |
|
(B)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Property, plant and equipment, net
|
| | | | — | | | | | | 16,645 | | | | | | — | | | | | | | | | | | | 16,645 | | | | | | — | | | | | | | | | | | | 16,645 | | |
Right of use assets
|
| | | | — | | | | | | 3,343 | | | | | | — | | | | | | | | | | | | 3,343 | | | | | | — | | | | | | | | | | | | 3,343 | | |
Investments
|
| | | | — | | | | | | 26,037 | | | | | | — | | | | | | | | | | | | 26,037 | | | | | | — | | | | | | | | | | | | 26,037 | | |
Other non-current assets
|
| | | | — | | | | | | 750 | | | | | | — | | | | | | | | | | | | 750 | | | | | | — | | | | | | | | | | | | 750 | | |
Total Assets
|
| | | $ | 151,254 | | | | | $ | 135,590 | | | | | $ | 182,518 | | | | | | | | | | | $ | 469,362 | | | | | $ | (134,113) | | | | | | | | | | | $ | 335,249 | | |
LIABILITIES, CONTINGENTLY REDEEMABLE PREFERRED EQUITY, AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 1,688 | | | | | $ | 1,488 | | | | | | (1,625) | | | | |
|
(D)
|
| | | | $ | 1,551 | | | | | | — | | | | | | | | | | | $ | 1,551 | | |
Capital based tax payable
|
| | | | 332 | | | | | | — | | | | | | — | | | | | | | | | | | | 332 | | | | | | — | | | | | | | | | | | | 332 | | |
Franchise tax payable
|
| | | | 150 | | | | | | — | | | | | | (150) | | | | |
|
(A)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Income tax payable
|
| | | | 53 | | | | | | — | | | | | | — | | | | | | | | | | | | 53 | | | | | | — | | | | | | | | | | | | 53 | | |
Other accrued liabilities
|
| | | | — | | | | | | 8,064 | | | | | | 1,507 | | | | |
|
(A)
|
| | | | | 7,247 | | | | | | — | | | | | | | | | | | | 7,247 | | |
| | | | | | | | | | | | | | | | | (2,324) | | | | |
|
(D)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
AM SAFE liability
|
| | | | — | | | | | | 27,221 | | | | | | (27,221) | | | | |
|
(E)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
AM SAFE warrant
|
| | | | — | | | | | | 2,022 | | | | | | (2,022) | | | | |
|
(K)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accrued expenses
|
| | | | 1,357 | | | | | | — | | | | | | (1,357) | | | | |
|
(A)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Due to related party
|
| | | | 736 | | | | | | — | | | | | | — | | | | | | | | | | | | 736 | | | | | | — | | | | | | | | | | | | 736 | | |
Contract liabilities
|
| | | | — | | | | | | 2,968 | | | | | | — | | | | | | | | | | | | 2,968 | | | | | | — | | | | | | | | | | | | 2,968 | | |
Accrued salaries and wages
|
| | | | — | | | | | | 5,079 | | | | | | — | | | | | | | | | | | | 5,079 | | | | | | — | | | | | | | | | | | | 5,079 | | |
Current lease liabilities
|
| | | | — | | | | | | 2,205 | | | | | | — | | | | | | | | | | | | 2,205 | | | | | | — | | | | | | | | | | | | 2,205 | | |
Total current liabilities
|
| | | | 4,316 | | | | | | 49,047 | | | | | | (33,192) | | | | | | | | | | | | 20,171 | | | | | | — | | | | | | | | | | | | 20,171 | | |
Deferred underwriting commissions payable
|
| | | | 200 | | | | | | — | | | | | | (200) | | | | |
|
(C)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Brookfield SAFE liability
|
| | | | — | | | | | | — | | | | | | 50,000 | | | | |
|
(F)
|
| | | | | 50,000 | | | | | | — | | | | | | | | | | | | 50,000 | | |
Derivative warrant liabilities
|
| | | | 1,543 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,543 | | | | | | — | | | | | | | | | | | | 1,543 | | |
Non-current lease liabilities
|
| | | | — | | | | | | 1,610 | | | | | | — | | | | | | | | | | | | 1,610 | | | | | | — | | | | | | | | | | | | 1,610 | | |
Non-current contract liabilities
|
| | | | — | | | | | | 11,119 | | | | | | — | | | | | | | | | | | | 11,119 | | | | | | — | | | | | | | | | | | | 11,119 | | |
Other long-term liabilities
|
| | | | — | | | | | | 823 | | | | | | — | | | | | | | | | | | | 823 | | | | | | — | | | | | | | | | | | | 823 | | |
Total Liabilities
|
| | | | 6,059 | | | | | | 62,599 | | | | | | 16,608 | | | | | | | | | | | | 85,266 | | | | | | — | | | | | | | | | | | | 85,266 | | |
| | |
As of September 30, 2022
|
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||||||||||||||
| | |
AMCI
Acquisition Corp. II (Historical) |
| |
LanzaTech
NZ, Inc. (Historical) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| ||||||||||||||||||
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock subject to possible redemption
|
| | | $ | 150,294 | | | | | $ | — | | | | | $ | (150,294) | | | | |
|
(L)
|
| | | | $ | — | | | | | | | | | | | | | | | | | $ | — | | |
Contingently Redeemable Preferred Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable convertible preferred stock
|
| | | | — | | | | | | 480,631 | | | | | | 240,697 | | | | |
|
(G)
|
| | | | | — | | | | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (721,328) | | | | |
|
(H)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Preferred stock
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class A common stock
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class B common stock
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Common stock
|
| | | | — | | | | | | — | | | | | | 2 | | | | |
|
(E)
|
| | | | | 20 | | | | | | (1) | | | | |
|
(N)
|
| | | | | 19 | | |
| | | | | | | | | | | | | | | | | 16 | | | | |
|
(H)
|
| | | | | | | | | | | — | | | | |
|
(O)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 2 | | | | |
|
(L)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Additional paid-in capital
|
| | | | — | | | | | | 23,801 | | | | | | (16,656) | | | | |
|
(D)
|
| | | | | 1,061,838 | | | | | | (134,112) | | | | |
|
(N)
|
| | | | | 927,726 | | |
| | | | | | | | | | | | | | | | | 179,998 | | | | |
|
(E)
|
| | | | | | | | | | | — | | | | |
|
(O)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 721,312 | | | | |
|
(H)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,741 | | | | |
|
(J)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 104 | | | | |
|
(I)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,022 | | | | |
|
(K)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 150,292 | | | | |
|
(L)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,776) | | | | |
|
(M)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive income
|
| | | | — | | | | | | 3,422 | | | | | | | | | | | | | | | | | | 3,422 | | | | | | — | | | | | | | | | | | | 3,422 | | |
Accumulated (deficit) equity
|
| | | | (5,099) | | | | | | (434,863) | | | | | | 3,323 | | | | |
|
(D)
|
| | | | | (681,184) | | | | | | — | | | | | | | | | | | | (681,184) | | |
| | | | | | | | | | | | | | | | | (2,779) | | | | |
|
(E)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (240,697) | | | | |
|
(G)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (2,741) | | | | |
|
(J)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (104) | | | | |
|
(I)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,776 | | | | |
|
(M)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ (deficit) equity
|
| | | $ | (5,099) | | | | | $ | (407,640) | | | | | $ | 796,835 | | | | | | | | | | | $ | 384,096 | | | | | $ | (134,113) | | | | | | | | | | | $ | 249,983 | | |
TOTAL LIABILITIES, CONTINGENTLY REDEEMABLE PREFERRED EQUITY, AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | $ | 151,254 | | | | | $ | 135,590 | | | | | $ | 182,518 | | | | | | | | | | | $ | 469,362 | | | | | $ | (134,113) | | | | | | | | | | | $ | 335,249 | | |
|
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||
| | |
AMCI
Acquisition Corp. II (Historical) |
| |
LanzaTech
NZ, Inc. (Historical) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined |
| ||||||||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from contracts with customers
|
| | | $ | — | | | | | $ | 21,932 | | | | | $ | — | | | | | | | | | | | $ | 21,932 | | | | | $ | — | | | | | $ | 21,932 | | |
Revenue from collaborative arrangements
|
| | | | — | | | | | | 1,733 | | | | | | — | | | | | | | | | | | | 1,733 | | | | | | — | | | | | | 1,733 | | |
Revenue from related party transactions
|
| | | | — | | | | | | 2,116 | | | | | | — | | | | | | | | | | | | 2,116 | | | | | | — | | | | | | 2,116 | | |
Total revenue
|
| | | | — | | | | | | 25,781 | | | | | | — | | | | | | | | | | | | 25,781 | | | | | | — | | | | | | 25,781 | | |
Cost and operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues from contracts with customers (exclusive of depreciation shown below)
|
| | | | — | | | | | | (18,162) | | | | | | — | | | | | | | | | | | | (18,162) | | | | | | — | | | | | | (18,162) | | |
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)
|
| | | | — | | | | | | (727) | | | | | | — | | | | | | | | | | | | (727) | | | | | | — | | | | | | (727) | | |
Cost of revenue from related party transactions (exclusive of depreciation shown below)
|
| | | | — | | | | | | (342) | | | | | | — | | | | | | | | | | | | (342) | | | | | | — | | | | | | (342) | | |
Research and development
|
| | | | — | | | | | | (39,858) | | | | | | — | | | | | | | | | | | | (39,858) | | | | | | — | | | | | | (39,858) | | |
Depreciation expense
|
| | | | — | | | | | | (3,433) | | | | | | — | | | | | | | | | | | | (3,433) | | | | | | — | | | | | | (3,433) | | |
Selling, general and administrative expense
|
| | | | — | | | | | | (19,482) | | | | | | (4,011) | | | | |
|
(AA)
|
| | | | | (20,170) | | | | | | — | | | | | | (20,170) | | |
| | | | | | | | | | | | | | | | | 3,323 | | | | |
|
(HH)
|
| | | | | | | | | | | | | | | | | | | |
General and administrative expenses
|
| | | | (3,677) | | | | | | — | | | | | | 3,677 | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
General and administrative expenses – related party
|
| | | | (90) | | | | | | — | | | | | | | | | | | | | | | | | | (90) | | | | | | — | | | | | | (90) | | |
Capital based tax expense
|
| | | | (184) | | | | | | — | | | | | | 184 | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
Franchise tax expense
|
| | | | (150) | | | | | | — | | | | | | 150 | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
Total cost and operating expenses
|
| | | | (4,101) | | | | | | (82,004) | | | | | | 3,323 | | | | | | | | | | | | (82,782) | | | | | | — | | | | | | (82,782) | | |
(Loss) income from operations
|
| | | | (4,101) | | | | | | (56,223) | | | | | | 3,323 | | | | | | | | | | | | (57,001) | | | | | | — | | | | | | (57,001) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | |
Interest income, net
|
| | | | — | | | | | | 3 | | | | | | — | | | | | | | | | | | | 3 | | | | | | — | | | | | | 3 | | |
Other (expense) income, net
|
| | | | — | | | | | | (1,100) | | | | | | 4,067 | | | | |
|
(AA)
|
| | | | | 2,210 | | | | | | — | | | | | | 2,210 | | |
| | | | | | | | | | | | | | | | | 293 | | | | |
|
(FF)
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,050) | | | | |
|
(GG)
|
| | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | 4,067 | | | | | | — | | | | | | (4,067) | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
Gain from settlement of deferred underwriting commissions
|
| | | | 172 | | | | | | | | | | | | (172) | | | | |
|
(BB)
|
| | | | | | | | | | | | | | | | | | | |
Income from investments held in Trust Account
|
| | | | 972 | | | | | | — | | | | | | (972) | | | | |
|
(BB)
|
| | | | | — | | | | | | — | | | | | | — | | |
Total other income (loss), net
|
| | | | 5,211 | | | | | | (1,097) | | | | | | (1,901) | | | | | | | | | | | | 2,213 | | | | | | — | | | | | | 2,213 | | |
Income (loss) before income taxes
|
| | | | 1,110 | | | | | | (57,320) | | | | | | 1,422 | | | | | | | | | | | | (54,788) | | | | | | — | | | | | | (54,788) | | |
Income tax (expense) benefit
|
| | | | (54) | | | | | | — | | | | | | 54 | | | | |
|
(II)
|
| | | | | — | | | | | | — | | | | | | — | | |
Gain from equity method investees, net
|
| | | | — | | | | | | 2,346 | | | | | | — | | | | | | | | | | | | 2,346 | | | | | | — | | | | | | 2,346 | | |
Net income (loss)
|
| | | | 1,056 | | | | | | (54,974) | | | | | | 1,476 | | | | | | | | | | | | (52,442) | | | | | | — | | | | | | (52,442) | | |
Unpaid cumulative dividends on preferred stock
|
| | | | — | | | | | | (28,925) | | | | | | 28,925 | | | | |
|
(JJ)
|
| | | | | — | | | | | | — | | | | | | — | | |
Net income (loss) allocated to common shareholders
|
| | | | 1,056 | | | | | | (83,899) | | | | | | 30,401 | | | | | | | | | | | | (52,442) | | | | | | — | | | | | | (52,442) | | |
Weighted average shares outstanding of Class A common stock
|
| | | | 15,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net income per share, Class A
|
| | | $ | 0.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class B common stock, basic and diluted
|
| | | | 3,750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net income per share, Class B common
stock |
| | | $ | 0.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average number of common shares outstanding – basic and diluted
|
| | | | | | | | | | 2,108,472 | | | | | | | | | | | | | | | | | | 200,917,259 | | | | | | | | | | | | 186,621,165 | | |
Net loss per common share – basic and diluted
|
| | | | | | | | | $ | (39.79) | | | | | | | | | | | | | | | | | $ | (0.26) | | | | | | | | | | | $ | (0.28) | | |
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||
| | |
AMCI
Acquisition Corp. II (Historical) |
| |
LanzaTech
NZ, Inc. (Historical as restated) |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined |
| ||||||||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from contracts with customers
|
| | | $ | — | | | | | $ | 18,871 | | | | | $ | — | | | | | | | | | | | $ | 18,871 | | | | | $ | — | | | | | $ | 18,871 | | |
Revenue from collaborative arrangements
|
| | | | — | | | | | | 3,337 | | | | | | — | | | | | | | | | | | | 3,337 | | | | | | — | | | | | | 3,337 | | |
Revenue from related party transactions
|
| | | | — | | | | | | 3,253 | | | | | | — | | | | | | | | | | | | 3,253 | | | | | | — | | | | | | 3,253 | | |
Total revenue
|
| | | | — | | | | | | 25,461 | | | | | | — | | | | | | | | | | | | 25,461 | | | | | | — | | | | | | 25,461 | | |
Cost and operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues from contracts with customers (exclusive of depreciation shown below)
|
| | | | — | | | | | | (13,167) | | | | | | — | | | | | | | | | | | | (13,167) | | | | | | — | | | | | | (13,167) | | |
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)
|
| | | | — | | | | | | (1,254) | | | | | | — | | | | | | | | | | | | (1,254) | | | | | | — | | | | | | (1,254) | | |
Cost of revenue from related party transactions (exclusive of depreciation shown below)
|
| | | | — | | | | | | (808) | | | | | | — | | | | | | | | | | | | (808) | | | | | | — | | | | | | (808) | | |
Research and development
|
| | | | — | | | | | | (44,229) | | | | | | (46) | | | | |
|
(CC)
|
| | | | | (45,476) | | | | | | — | | | | | | (45,476) | | |
| | | | | | | | | | | | | | | | | (1,201) | | | | |
|
(DD)
|
| | | | | | | | | | | | | | | | | | | |
Depreciation expense
|
| | | | — | | | | | | (3,806) | | | | | | — | | | | | | | | | | | | (3,806) | | | | | | — | | | | | | (3,806) | | |
Selling, general and administrative expense
|
| | | | — | | | | | | (13,216) | | | | | | (1,337) | | | | |
|
(AA)
|
| | | | | (16,151) | | | | | | — | | | | | | (16,151) | | |
| | | | | | | | | | | | | | | | | (58) | | | | |
|
(CC)
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,540) | | | | |
|
(DD)
|
| | | | | | | | | | | | | | | | | | | |
General and administrative expenses
|
| | | | (951) | | | | | | — | | | | | | 951 | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
General and administrative expenses – related party
|
| | | | (50) | | | | | | — | | | | | | — | | | | | | | | | | | | (50) | | | | | | — | | | | | | (50) | | |
Capital based tax expense
|
| | | | (198) | | | | | | — | | | | | | 198 | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
Franchise tax expense
|
| | | | (188) | | | | | | — | | | | | | 188 | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
Total cost and operating expenses
|
| | | | (1,387) | | | | | | (76,480) | | | | | | (2,845) | | | | | | | | | | | | (80,712) | | | | | | — | | | | | | (80,712) | | |
Loss from operations
|
| | | | (1,387) | | | | | | (51,019) | | | | | | (2,845) | | | | | | | | | | | | (55,251) | | | | | | — | | | | | | (55,251) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | |
Interest expense, net
|
| | | | — | | | | | | (7) | | | | | | — | | | | | | | | | | | | (7) | | | | | | — | | | | | | (7) | | |
Gain on extinguishment of debt
|
| | | | — | | | | | | 3,065 | | | | | | — | | | | | | | | | | | | 3,065 | | | | | | — | | | | | | 3,065 | | |
Other (expense) income, net
|
| | | | — | | | | | | (673) | | | | | | 1,429 | | | | |
|
(AA)
|
| | | | | (2,023) | | | | | | — | | | | | | (2,023) | | |
| | | | | | | | | | | | | | | | | (2,779) | | | | |
|
(EE)
|
| | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | 1,905 | | | | | | — | | | | | | (1,905) | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
Offering costs allocated to derivative warrant
liabilities |
| | | | (476) | | | | | | — | | | | | | 476 | | | | |
|
(AA)
|
| | | | | — | | | | | | — | | | | | | — | | |
Income from investments held in Trust Account
|
| | | | 6 | | | | | | — | | | | | | (6) | | | | |
|
(BB)
|
| | | | | — | | | | | | — | | | | | | — | | |
Total other income (loss), net
|
| | | | 1,435 | | | | | | 2,385 | | | | | | (2,785) | | | | | | | | | | | | 1,035 | | | | | | — | | | | | | 1,035 | | |
Income (Loss) before income taxes
|
| | | | 48 | | | | | | (48,634) | | | | | | (5,630) | | | | | | | | | | | | (54,216) | | | | | | — | | | | | | (54,216) | | |
Income tax benefit
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
(II)
|
| | | | | — | | | | | | — | | | | | | — | | |
Gain from equity method investees, net
|
| | | | — | | | | | | 1,945 | | | | | | — | | | | | | | | | | | | 1,945 | | | | | | — | | | | | | 1,945 | | |
Net income (loss)
|
| | | | 48 | | | | | | (46,689) | | | | | | (5,630) | | | | | | | | | | | | (52,271) | | | | | | — | | | | | | (52,271) | | |
Unpaid cumulative dividends on preferred stock
|
| | | | — | | | | | | (36,758) | | | | | | 36,758 | | | | |
|
(JJ)
|
| | | | | — | | | | | | — | | | | | | — | | |
Net income (loss) allocated to common shareholders
|
| | | | 48 | | | | | | (83,447) | | | | | | 31,128 | | | | | | | | | | | | (52,271) | | | | | | — | | | | | | (52,271) | | |
Weighted average shares outstanding of Class A common
stock |
| | | | 4,690,909 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| |||||||||||||||
| | |
AMCI
Acquisition Corp. II (Historical) |
| |
LanzaTech
NZ, Inc. (Historical as restated) |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined |
| ||||||||||||
Basic and diluted net income per share, Class A
|
| | | $ | 0.01 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class B common
stock, basic and diluted |
| | | | 3,750,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net income per share, Class B common
stock |
| | | $ | 0.01 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average number of common shares outstanding – basic and diluted
|
| | | | | | | | | | 1,959,165 | | | | | | | | | | | | 200,917,259 | | | | | | | | | 186,621,165 | | |
Net loss per common share – basic and diluted
|
| | | | | | | | | $ | (42.59) | | | | | | | | | | | $ | (0.26) | | | | | | | | $ | (0.28) | | |
(Dollars in thousands except per share data)
|
| ||||||||||||||||||||||||
| | |
For the Nine Months ended
September 30, 2022 |
| |
For the Year ended
December 31, 2021 |
| ||||||||||||||||||
| | |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Pro forma net loss
|
| | | $ | (52,442) | | | | | $ | (52,442) | | | | | $ | (52,271) | | | | | $ | (52,271) | | |
Weighted average shares outstanding of common stock
|
| | | | 200,917,259 | | | | | | 186,621,165 | | | | | | 200,917,259 | | | | | | 186,621,165 | | |
Net loss per share (basic and diluted) attributable to common stockholders(1)(2)
|
| | | $ | (0.26) | | | | | $ | (0.28) | | | | | $ | (0.26) | | | | | $ | (0.28) | | |
Name
|
| |
Age
|
| |
Position
|
|
Nimesh Patel | | |
45
|
| | Chief Executive Officer and Director | |
Brian Beem | | |
42
|
| | President and Director | |
Patrick Murphy | | |
37
|
| | Chief Financial Officer | |
Hans Mende | | |
78
|
| | Director | |
Mark Pinho | | |
45
|
| | Director | |
Jill Watz | | |
58
|
| | Director | |
Adrian Paterson | | |
65
|
| | Director | |
Kate Burson | | |
42
|
| | Director | |
| | |
Nine months ended September 30,
|
| |
Change
|
| ||||||||||||||||||
(In thousands, except for percentages)
|
| |
2022
|
| |
2021
|
| |
2022 vs. 2021
|
| |||||||||||||||
GAAP Measures: | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 25,781 | | | | | $ | 18,327 | | | | | $ | 7,454 | | | | | | 41% | | |
Net Loss
|
| | | | (54,974) | | | | | | (30,591) | | | | | | (24,383) | | | | | | 80% | | |
Key Performance Indicators: | | | | | | | | | | | | | | | | | | | | | | | | | |
One-Time Revenue
|
| | | | 23,273 | | | | | | 15,257 | | | | | | 8,016 | | | | | | 53% | | |
Recurring Revenue(1)
|
| | | | 2,508 | | | | | | 3,070 | | | | | | (562) | | | | | | (18)% | | |
Total Revenue
|
| | | $ | 25,781 | | | | | $ | 18,327 | | | | | $ | 7,454 | | | | | | 41% | | |
Cost of Revenues (ex. Depreciation)(2)
|
| | | | (19,231) | | | | | | (9,990) | | | | | | (9,241) | | | | | | 93% | | |
Selling, general & administrative and other expense
|
| | | | (19,482) | | | | | | (11,595) | | | | | | (7,887) | | | | | | 68% | | |
Adjusted EBITDA(3)
|
| | | $ | (52,153) | | | | | $ | (30,770) | | | | | $ | (21,383) | | | | | | 69% | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021 vs. 2020
|
| |||||||||||||||
(In thousands, except for percentages)
|
| |
as Restated
|
| |
as Restated
|
| |
as Restated
|
| |
as Restated
|
| ||||||||||||
GAAP Measures: | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 25,461 | | | | | $ | 18,353 | | | | | $ | 7,108 | | | | | | 39% | | |
Net Loss
|
| | | | (46,689) | | | | | | (37,713) | | | | | | (8,976) | | | | | | 24% | | |
Key Performance Indicators: | | | | | | | | | | | | | | | | | | | | | | | | | |
One-Time Revenue
|
| | | | 21,512 | | | | | | 16,016 | | | | | | 5,496 | | | | | | 34% | | |
Recurring Revenue(1)
|
| | | | 3,949 | | | | | | 2,337 | | | | | | 1,612 | | | | | | 69% | | |
Total Revenue
|
| | | $ | 25,461 | | | | | $ | 18,353 | | | | | $ | 7,108 | | | | | | 39% | | |
Cost of Revenues (ex. Depreciation)(2)
|
| | | | (15,229) | | | | | | (11,592) | | | | | | (3,637) | | | | | | 31% | | |
Selling, general & administrative and other expense
|
| | | | (13,216) | | | | | | (9,029) | | | | | | (4,187) | | | | | | 46% | | |
Adjusted EBITDA(3)
|
| | | $ | (44,792) | | | | | $ | (34,263) | | | | | $ | (10,529) | | | | | | 31% | | |
| | |
As of September 30,
|
| |
Change
|
| ||||||||||||||||||
(In thousands of tonnes per annum)
|
| |
2022
|
| |
2021
|
| |
2022 vs. 2021
|
| |||||||||||||||
New Capacity Additions
|
| | | | 60 | | | | | | 45 | | | | | | 15 | | | | | | —% | | |
Cumulative Capacity Additions
|
| | | | 150 | | | | | | 90 | | | | | | 60 | | | | | | 67% | | |
| | |
As of December 31,
|
| |
Change
|
| ||||||||||||||||||
(In thousands of tonnes per annum)
|
| |
2021
|
| |
2020
|
| |
2021 vs. 2020
|
| |||||||||||||||
New Capacity Additions
|
| | | | 45 | | | | | | — | | | | | | 45 | | | | | | 100% | | |
Cumulative Capacity Additions
|
| | | | 90 | | | | | | 45 | | | | | | 45 | | | | | | 100% | | |
| | |
Nine months ended September 30,
|
| |
Change
|
| ||||||||||||||||||
(In thousands, except for per share amounts)
|
| |
2022
|
| |
2021
|
| |
2022 vs. 2021
|
| |||||||||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |||||||||
Total revenue
|
| | | $ | 25,781 | | | | | $ | 18,327 | | | | | $ | 7,454 | | | | | | 41% | | |
Cost of revenues
|
| | | | (19,231) | | | | | | (9,990) | | | | | | (9,241) | | | | | | 93% | | |
Gross Profit
|
| | | $ | 6,550 | | | | | $ | 8,337 | | | | | $ | (1,787) | | | | | | (21)% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development expense
|
| | | $ | (39,858) | | | | | $ | (29,223) | | | | | $ | (10,635) | | | | | | 36% | | |
Depreciation expense
|
| | | | (3,433) | | | | | | (2,763) | | | | | | (670) | | | | | | 24% | | |
Selling, general and administrative expense
|
| | | | (19,482) | | | | | | (11,595) | | | | | | (7,887) | | | | | | 68% | | |
Total operating expenses
|
| | | $ | (62,773) | | | | | $ | (43,581) | | | | | $ | (19,192) | | | | | | 44% | | |
Loss from operations
|
| | | | (56,223) | | | | | | (35,244) | | | | | | (20,979) | | | | | | 60% | | |
Total other (expense) income, net
|
| | | | (1,097) | | | | | | 2,282 | | | | | | (3,379) | | | | | | (148)% | | |
Loss before income taxes
|
| | | $ | (57,320) | | | | | $ | (32,962) | | | | | $ | (24,358) | | | | | | 74% | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | —% | | |
Gain from equity method investees, net
|
| | | | 2,346 | | | | | | 2,371 | | | | | | (25) | | | | | | (1)% | | |
Net loss
|
| | | $ | (54,974) | | | | | $ | (30,591) | | | | | $ | (24,383) | | | | | | 80% | | |
Other comprehensive loss:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | (767) | | | | | | (29) | | | | | | (738) | | | | | | 2,545% | | |
Comprehensive loss
|
| | | $ | (55,741) | | | | | $ | (30,620) | | | | | $ | (25,121) | | | | | | 82% | | |
Net loss per common share – basic and diluted
|
| | | $ | (39.79) | | | | | $ | (30.19) | | | | | | | | | | | | | | |
Weighted-average number of common shares outstanding – basic and diluted
|
| | | | 2,108,472 | | | | | | 1,909,635 | | | | | | | | | | | | | | |
| | |
Year ended December 31,
|
| |
Change
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021 vs. 2020
|
| |||||||||||||||
(In thousands, except for per share amounts)
|
| |
as Restated
|
| |
as Restated
|
| |
as Restated
|
| |
as Restated
|
| ||||||||||||
Total Revenue
|
| | | $ | 25,461 | | | | | $ | 18,353 | | | | | $ | 7,108 | | | | | | 39% | | |
Cost of revenues
|
| | | | (15,229) | | | | | | (11,592) | | | | | | (3,637) | | | | | | 31% | | |
Gross Profit
|
| | | $ | 10,232 | | | | | $ | 6,761 | | | | | $ | 3,471 | | | | | | 51% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | (44,229) | | | | | $ | (34,454) | | | | | $ | (9,775) | | | | | | 28% | | |
Depreciation Expense
|
| | | | (3,806) | | | | | | (2,979) | | | | | | (827) | | | | | | 28% | | |
Selling, general and administrative expense
|
| | | | (13,216) | | | | | | (9,029) | | | | | | (4,187) | | | | | | 46% | | |
Total operating expenses
|
| | | $ | (61,251) | | | | | $ | (46,462) | | | | | $ | (14,789) | | | | | | 32% | | |
Loss from operations
|
| | | | (51,019) | | | | | | (39,701) | | | | | | (11,318) | | | | | | 29% | | |
Total other income (expense), net
|
| | | | 2,385 | | | | | | (179) | | | | | | 2,564 | | | | | | (1432)% | | |
Loss before income taxes
|
| | | $ | (48,634) | | | | | $ | (39,880) | | | | | $ | (8,754) | | | | | | 22% | | |
Income tax benefit
|
| | | | — | | | | | | — | | | | | | — | | | | | | —% | | |
Gain from equity method investees, net
|
| | | | 1,945 | | | | | | 2,167 | | | | | | (222) | | | | | | (10)% | | |
Net loss
|
| | | $ | (46,689) | | | | | $ | (37,713) | | | | | $ | (8,976) | | | | | | 24% | | |
Other comprehensive loss:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | 95 | | | | | | 625 | | | | | | (530) | | | | | | (85)% | | |
Comprehensive loss
|
| | | $ | (46,594) | | | | | $ | (37,088) | | | | | $ | (9,506) | | | | | | 26% | | |
Net loss per share – basic and diluted
|
| | | $ | (42.59) | | | | | $ | (42.34) | | | | | | | | | | | | | | |
Weighted-average number of common shares outstanding – basic and diluted
|
| | | | 1,959,165 | | | | | | 1,629,821 | | | | | | | | | | | | | | |
| | |
Year ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(In thousands, except for percentages)
|
| |
2021
|
| |
2020
|
| |
2021 vs. 2020
|
| |||||||||||||||
Interest expense, net
|
| | | $ | (7) | | | | | $ | (351) | | | | | $ | 344 | | | | | | (98)% | | |
Gain on extinguishment of debt
|
| | | | 3,065 | | | | | | — | | | | | | 3,065 | | | | | | 100% | | |
Other (expense) income, net
|
| | | | (673) | | | | | | 172 | | | | | | (845) | | | | | | (491)% | | |
Total other income (expense), net
|
| | | $ | 2,385 | | | | | $ | (179) | | | | | $ | 2,564 | | | | | | (1432)% | | |
| | |
September 30,
|
| |
Change
|
| ||||||||||||||||||
(In thousands, except for percentages)
|
| |
2022
|
| |
2021
|
| |
2022 vs. 2021
|
| |||||||||||||||
Total cash, cash equivalents, and restricted cash
|
| | | $ | 51,034 | | | | | $ | 115,700 | | | | | $ | (64,666) | | | | | | (56)% | | |
| | |
December 31,
|
| |
Change
|
| ||||||||||||||||||
(In thousands, except for percentages)
|
| |
2021
|
| |
2020
|
| |
2021 vs. 2020
|
| |||||||||||||||
Total cash, cash equivalents, and restricted cash
|
| | | $ | 128,732 | | | | | $ | 60,909 | | | | | $ | 67,823 | | | | | | 111% | | |
| | |
Nine months ended September 30,
|
| |
Change
|
| ||||||||||||||||||
(In thousands, except for percentages)
|
| |
2022
|
| |
2021
|
| |
2022 vs. 2021
|
| |||||||||||||||
Net cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | (71,336) | | | | | $ | (26,718) | | | | | $ | (44,618) | | | | | | 167% | | |
Investing activities
|
| | | | (6,530) | | | | | | (4,201) | | | | | | (2,329) | | | | | | 55% | | |
Financing activities
|
| | | | 23 | | | | | | 85,959 | | | | | | (85,936) | | | | | | (100)% | | |
Effects of currency translation
|
| | | | 145 | | | | | | (249) | | | | | | 394 | | | | | | (158)% | | |
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
| | | $ | (77,698) | | | | | $ | 54,791 | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021 vs. 2020
|
| |||||||||||||||
(In thousands, except for percentages)
|
| |
as Restated
|
| |
as Restated
|
| |
as Restated
|
| |
as Restated
|
| ||||||||||||
Net cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | (42,591) | | | | | $ | (39,271) | | | | | $ | (3,320) | | | | | | 8% | | |
Investing activities
|
| | | | (5,747) | | | | | | (6,593) | | | | | | 846 | | | | | | (13)% | | |
Financing activities
|
| | | | 116,015 | | | | | | 44,727 | | | | | | 71,288 | | | | | | 159% | | |
Effects of currency translation
|
| | | | 146 | | | | | | (71) | | | | | | 217 | | | | | | (306)% | | |
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
| | | $ | 67,823 | | | | | $ | (1,208) | | | | | | | | | | | | | | |
| | |
Nine months ended September 30,
|
| |
Year ended December 31,
|
| ||||||||||||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||||||||||||||
(In thousands)
|
| |
2022
|
| |
2021
|
| ||||||||||||||||||
Net Loss
|
| | | $ | (54,974) | | | | | $ | (30,591) | | | | | $ | (46,689) | | | | | $ | (37,713) | | |
Depreciation and Amortization
|
| | | | 3,433 | | | | | | 2,763 | | | | | | 3,806 | | | | | | 2,979 | | |
Interest (income) expense
|
| | | | (3) | | | | | | 5 | | | | | | 7 | | | | | | 351 | | |
Gain on extinguishment of debt
|
| | | | — | | | | | | (3,065) | | | | | | (3,065) | | | | | | — | | |
Stock-based compensation expense and change in fair
value of warrant liability(1) |
| | | | 1,737 | | | | | | 2,489 | | | | | | 3,094 | | | | | | 2,287 | | |
Gain from equity method investees, net
|
| | | | (2,346) | | | | | | (2,371) | | | | | | (1,945) | | | | | | (2,167) | | |
Adjusted EBITDA
|
| | | $ | (52,153) | | | | | $ | (30,770) | | | | | $ | (44,792) | | | | | $ | (34,263) | | |
Redemption Date (period to expiration of
public warrants) |
| |
Fair Market Value of New LanzaTech Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
<10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
>18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
Redemption Date (period to expiration of
public warrants) |
| |
Fair Market Value of New LanzaTech Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
<10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
>18.00
|
| |||||||||||||||||||||||||||||
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
|
AMCI
|
| |
New LanzaTech
|
|
|
Name Change
|
| |||
| AMCI’s current name is AMCI Acquisition Corp. II. | | | AMCI will change its corporate name to LanzaTech Global, Inc. | |
|
Purpose
|
| |||
| The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized in Delaware. In addition, AMCI has the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of AMCI, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. | | | The purpose of New LanzaTech will be to engage in any lawful act or activity for which corporations may be organized in Delaware. | |
|
Authorized Capital Stock
|
| |||
| The total number of shares of all classes of capital stock which AMCI is authorized to issue is 301,000,000 shares, each with a par value of $0.0001 per share, consisting of: | | | The total number of shares of all classes of capital stock which New LanzaTech is authorized to issue will be 420,000,000 shares, each with a par value of $0.0001 per share. | |
|
AMCI Common Stock. The authorized common stock of AMCI consists of (i) 300,000,000 shares of common stock, including 280,000,000 shares of Class A common stock, of which 15,000,000 were issued and outstanding as of November 22, 2021, and (ii) 20,000,000 shares of Class B common stock, of which 3,750,000 were issued and outstanding as
|
| | New LanzaTech Common Stock. The authorized common stock of New LanzaTech will consist of 400,000,000 shares of common stock. | |
|
AMCI
|
| |
New LanzaTech
|
|
| of November 22, 2021. | | | | |
| AMCI preferred stock. The authorized preferred stock of AMCI consists of 1,000,000 shares of preferred stock, of which no shares were issued and outstanding as of November 22, 2021. | | | New LanzaTech preferred stock. The authorized preferred stock of New LanzaTech will consist of 20,000,000 shares of preferred stock. | |
|
Rights of Preferred Stock
|
| |||
| The Current Charter permits the AMCI Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series, to fix the voting rights, if any, powers, designations, preference and relative, participating, optional, special, and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock will be stated in the resolution or resolutions adopted by the AMCI Board providing for the issuance of such series of preferred stock and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL. | | | The Proposed Charter would permit the New LanzaTech Board to provide out of the unissued shares of preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series, to fix the voting rights, if any, powers, designations, preference and relative, participating, optional, special, and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. The rights of each series of preferred stock will be stated in the resolution or resolutions adopted by the board providing for the issuance of such series of preferred stock and included in a Preferred Stock Designation filed pursuant to the DGCL. | |
|
Conversion of Class B common stock
|
| |||
| The Class B common stock will convert into Class A common stock on a one-for-one basis automatically on the closing of the Business Combination, provided that in the case of the additional issuance of certain securities above specified amounts, the conversion ratio will be adjusted. The adjustment of the conversion ratio may be waived by written consent of a majority of the holders of Class B common stock, but in no event will the conversion ratio be less than one-to-one. | | | Not applicable. | |
|
Number and Qualification of Directors
|
| |||
| Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute the AMCI Board will be determined from time to time by resolution of the majority of the Board. Directors need not be stockholders of AMCI. | | | Subject to the rights of holders of any series of preferred stock to elect directors, the number of directors that constitute the New LanzaTech Board will be determined from time to time by resolution of the majority of the board. Directors need not be stockholders of New LanzaTech. | |
|
Structure of Board; Election of Directors
|
| |||
| Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Current Charter, the AMCI Board is classified into three classes of directors with staggered terms of office. | | | Delaware law permits a corporation to classify its board of directors into as many as three classes with staggered terms of office. Under the Proposed Charter, the New LanzaTech Board will be classified into three classes of directors with staggered terms of office. | |
| If the number of directors changes, the change will be distributed to keep the class sizes as close as possible, but a decrease in the number of directors will not shorten the term of any incumbent. If one | | | If the number of directors changes, the change will be distributed to keep the class sizes as close as possible, but a decrease in the number of directors will not shorten the term of any incumbent. If one | |
|
AMCI
|
| |
New LanzaTech
|
|
| or more series of preferred stock are granted the right to elect one or more directors, those directors will be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. | | | or more series of preferred stock are granted the right to elect one or more directors, those directors will be excluded from the allocation of directors into three classes unless otherwise expressly provided in the applicable Preferred Stock Designation. | |
| Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors will be determined by a plurality of the votes cast. | | | Subject to the rights of the holders of one or more series of preferred stock to elect directors, the election of directors will be determined by a plurality of the votes cast. | |
|
Removal of Directors
|
| |||
| Directors may be removed at any time, but only for cause and only by the affirmative vote of a majority of the voting power of all then outstanding capital shares of AMCI entitled to vote in the election of directors, voting together as a single class. | | | Directors may be removed at any time, but only for cause and only by the affirmative vote of at least 662∕3% of the voting power of all then outstanding capital shares of New LanzaTech entitled to vote in the election of directors, voting together as a single class. | |
|
Voting
|
| |||
| Except as otherwise required by statute, the Current Charter or any Preferred Stock Designation, the AMCI Shares possess all power of voting, and each AMCI Share will entitle the holder to one vote. Except as otherwise required by statute, the Current Charter or any Preferred Stock Designation, the Class A common stock and Class B common stock will generally vote as a single class. | | | Except as otherwise required by statute, the Proposed Charter or any Preferred Stock Designation that may be adopted, the New LanzaTech Common Stock will possess all power of voting, and each share of New LanzaTech Common Stock will entitle the holder to one vote. | |
| Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, at all meetings at which a quorum is present, the election of directors will be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present will be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Current Charter, the bylaws of AMCI or applicable stock exchange rules, a different vote is required, in which case such provision will govern and control. | | | Subject to the rights of the holders of preferred stock to elect directors pursuant to the terms of one or more series of preferred stock, as it may be issued from time to time, at all meetings at which a quorum is present, the election of directors will be determined by a plurality of the votes cast. All other matters presented to the stockholders at a meeting at which a quorum is present will be determined by the vote of a majority of the votes, unless the matter is one upon which, by applicable law, the Proposed Charter, the New LanzaTech Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision will govern and control. | |
| The AMCI Shares will not have the right to vote on any amendment to the Current Charter affecting the rights of any class of preferred stock or AMCI Shares if the Current Charter, including any Preferred Stock Designation, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock or AMCI Shares. | | | The New LanzaTech Common Stock will not have the right to vote on any amendment to the Proposed Charter affecting the rights of any class of preferred stock that may be issued, or New LanzaTech Common Stock, if the Proposed Charter, including any Preferred Stock Designation which may be subsequently adopted, grants exclusive rights to vote on the amendment to one or more specified series of preferred stock or New LanzaTech Common Stock. | |
|
AMCI
|
| |
New LanzaTech
|
|
| In addition, the powers, preferences, and rights of the Class B common stock may not be modified without the prior vote or written consent of a majority of the holders of the Class B common stock then outstanding. | | | | |
|
Supermajority Voting Provisions
|
| |||
| Any amendment to Article IX of the Current Charter, restricting certain actions by AMCI prior to the Business Combination, requires an affirmative vote of the holders of at least 65% of all then outstanding AMCI Shares. | | | Removal of any director during their term may only be for cause and must be pursuant to the affirmative vote of at least 662∕3% of the voting power of all then outstanding capital shares of New LanzaTech entitled to vote in the election of directors, voting together as a single class. | |
| The AMCI bylaws provide that any amendments to Article VIII of the AMCI bylaws, concerning indemnification of directors, officers, and other specified individuals, requires an affirmative vote of at least 662∕3% of the voting power of all outstanding shares of capital stock of AMCI. | | | The affirmative vote of (i) two-thirds of the directors then in office and (ii) the holders of at least 662∕3% of the then outstanding shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal the provisions of the Proposed Charter relating to (a) the election, functions, term and removal of the board, (b) the right to call a special meeting and to act by written consent, (c) advance notice requirements, (d) the exclusive forum provisions and (e) the provisions describing how to amend the Proposed Charter. | |
| | | | The New LanzaTech Bylaws provide that any amendments to Article VIII thereof, concerning indemnification of directors, officers, and other specified individuals, requires an affirmative vote of at least 662∕3% of the voting power of all outstanding shares of capital stock of New LanzaTech. | |
|
Cumulative Voting
|
| |||
| Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, AMCI’s Bylaws bar cumulative voting. | | | Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Proposed Charter bars cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
| Vacancies may be filled exclusively by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen will hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | | | Vacancies may be filled exclusively by a majority of the directors then in office, though less than a quorum, or by a sole remaining director (and not by stockholders). Any director so chosen will hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | |
|
Special Meeting of the Board of Directors
|
| |||
| The AMCI bylaws provide that special meetings of the AMCI Board may be called by the Chairman of | | | The New LanzaTech Bylaws will provide that special meetings of the New LanzaTech Board may | |
|
AMCI
|
| |
New LanzaTech
|
|
| the Board, the President, the Secretary or on written request of at least a majority of directors then in office. Notice of the special meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Current Charter or AMCI bylaws or by statute, the AMCI Board may undertake any business permitted at a regular meeting at a special meeting and the meeting notice need not disclose the purpose of the meeting. | | | be called by the Chair, the President, the Secretary or on written request of at least a majority of directors then in office. Notice of the special meeting must be provided to directors in advance unless waived. Unless otherwise specified in the Proposed Charter or New LanzaTech Bylaws or by statute, the New LanzaTech Board may undertake any business permitted at a regular meeting at a special meeting and the meeting notice need not disclose the purpose of the meeting. | |
|
Amendment to Certificate of Incorporation
|
| |||
| The Current Charter may be amended as permitted under Delaware law. | | | The Proposed Charter may be amended as permitted under Delaware law. | |
| Prior to an initial Business Combination (as defined in the Current Charter), the Current Charter provides that any amendment to the business combination provisions of the Current Charter requires the approval of the holders of at least 65% of all outstanding AMCI Shares, except that at least 662∕3% of the voting power of all outstanding shares of capital stock of AMCI is required to amend the indemnification provisions of the AMCI bylaws. | | | In addition to any affirmative vote of the holders of any particular class or series of the capital stock of New LanzaTech required by law or the Proposed Charter, including any Preferred Stock Designation, the affirmative vote of (i) two-thirds of the directors then in office and (ii) the holders of at least 662∕3% of the then outstanding shares of capital stock then entitled to vote generally in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal the provisions of the Proposed Charter relating to (a) the election, functions, term and removal of the board, (b) the right to call a special meeting and to act by written consent, (c) advance notice requirements, (d) the exclusive forum provisions and (e) the provisions describing how to amend the Proposed Charter. | |
|
Provisions Specific to a Blank Check Company
|
| |||
| The Current Charter prohibits AMCI from entering into a Business Combination with solely another blank check company or similar company with nominal operations. | | | Not applicable. | |
|
Amendment of Bylaws
|
| |||
| The Board is expressly authorized to adopt, amend, alter or repeal the AMCI bylaws on affirmative vote of the majority of directors. In addition, the AMCI bylaws may be adopted, amended, altered or repealed by AMCI Stockholders by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding capital stock of AMCI entitled to vote in the election of directors, voting together as a class. Adoption and amendment of the AMCI bylaws by stockholders will not invalidate any prior act of the Board that would have been valid absent the adoption of the new Bylaws. | | | The New LanzaTech Board will be expressly authorized to adopt, amend, alter or repeal the New LanzaTech Bylaws on affirmative vote of the majority of directors. In addition, the Bylaws could be adopted, amended, altered or repealed by New LanzaTech stockholders; provided, however, that in addition to any vote required by the Proposed Charter, by law, or by the New LanzaTech Bylaws, the affirmative vote of the holders of at least a majority of the voting power of all then outstanding capital stock of New LanzaTech entitled to vote in the election of directors, voting together as a class, will be required. Adoption and amendment of the New LanzaTech Bylaws by stockholders would not invalidate any prior act of the board that would have been valid absent the adoption of the New | |
|
AMCI
|
| |
New LanzaTech
|
|
| | | | LanzaTech Bylaws. | |
| In addition to any vote required by the Current Charter, by law, or by the AMCI bylaws, the affirmative vote of the holders of at least 66.7% of the voting power of all then outstanding capital stock of AMCI will be required to amend the indemnification provisions of the AMCI bylaws. | | | In addition to any vote required by the Proposed Charter, by law, or by the New LanzaTech Bylaws, the affirmative vote of the holders of at least 66.7% of the voting power of all then outstanding capital stock of New LanzaTech will be required to amend the indemnification provisions of the New LanzaTech Bylaws. | |
|
Quorum
|
| |||
| Board of Directors. A majority of the total number of duly elected directors then in office will constitute a quorum, except as may be otherwise specifically provided by statute, the AMCI bylaws or the Current Charter. | | | Board of Directors. A majority of the total number of duly elected directors then in office will constitute a quorum, except as may be otherwise specifically provided by statute, the New LanzaTech Bylaws or the Proposed Charter. | |
| Stockholders. The holders of a majority of the shares of capital stock of AMCI issued and outstanding and entitled to vote will constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Current Charter. If a matter may only be voted on by one or more specified series of AMCI Shares or preferred stock, then a majority of the shares of stock issued and outstanding and entitled to vote on that matter will constitute a quorum. | | | Stockholders. The holders of a majority of the shares of capital stock of New LanzaTech issued and outstanding and entitled to vote will constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Proposed Charter. If a matter may only be voted on by one or more specified series of New LanzaTech Common Stock or preferred stock, then a majority of the shares of stock issued and outstanding and entitled to vote on that matter will constitute a quorum. | |
| If a quorum is not present, then the chairman of the meeting will have power to adjourn the meeting until a quorum attends. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | | | If a quorum is not present, then the chair of the meeting will have power to adjourn the meeting until a quorum will attend. The stockholders present at a duly convened meeting may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum. | |
|
Stockholder Action by Written Consent
|
| |||
| Under the Current Charter, any action required or permitted to be taken by the stockholders of AMCI must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, other than with respect to the Class B common stock with respect to those actions which may be taken by written consent. | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New LanzaTech must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. | |
|
Special Stockholder Meetings
|
| |||
| Subject to the rights of any outstanding series of preferred stock and the requirements of law, special meetings of stockholders may be called only by the Chairman of the AMCI Board, the Chief Executive Officer of AMCI, or by a resolution passed by the majority of the directors of the AMCI Board. Special meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings will be limited to the purpose(s) for which the meeting was called, as indicated in the written notice | | | Subject to the rights of any outstanding series of preferred stock and the requirements of law, special meetings of stockholders may be called only by the Chair of the New LanzaTech Board, the Chief Executive Officer of New LanzaTech, or by a resolution passed by the majority of the directors of the New LanzaTech Board. Special meetings may not be called by stockholders or any other person except as specified above. The business transacted at special stockholder meetings will be limited to the purpose(s) for which the meeting was called, as | |
|
AMCI
|
| |
New LanzaTech
|
|
| of special meeting sent to stockholders. | | | indicated in the written notice of special meeting sent to stockholders. | |
|
Notice of Stockholder Meetings
|
| |||
| Except as otherwise provided in the AMCI bylaws or permitted by statute, all notices of meetings with AMCI Stockholders will be in writing and will be sent or otherwise given in accordance with the AMCI bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice will specify the place (if any), date and hour of the meeting, and in the case of a special meeting, the purpose(s) for which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. | | | Except as may otherwise be provided in the New LanzaTech Bylaws or permitted by statute, all notices of meetings with New LanzaTech stockholders will be in writing and will be sent or otherwise given in accordance with the New LanzaTech Bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice will specify the place (if any), date and hour of the meeting, and in the case of a special meeting, the purpose(s) for which the meeting is called. Notice of meetings also may be given to stockholders by means of electronic transmission in accordance with statute. | |
|
Stockholder Nominations of Persons for Election as Directors
|
| |||
| Nominations of persons for election to the AMCI Board may be made at an annual meeting or at a special meeting of stockholders at which directors are to be elected pursuant to AMCI’s notice of meeting only by giving notice to the Secretary. Notice must be received by the Secretary at the principal executive offices of AMCI (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by AMCI; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by AMCI. The stockholder’s notice to the Secretary must be in proper form, including all information required by the AMCI bylaws and comply with all applicable requirements of the Exchange Act. | | | Nominations of persons for election to the New LanzaTech Board may be made at an annual meeting or at a special meeting of stockholders at which directors are to be elected pursuant to New LanzaTech’s notice of meeting only by giving notice to the Secretary. Notice will be required to be received by the Secretary at the principal executive offices of New LanzaTech (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by New LanzaTech; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by New LanzaTech. The stockholder’s notice to the Secretary must be in proper form, including all information to be required by the New LanzaTech Bylaws and comply with all applicable requirements of the Exchange Act. | |
|
AMCI
|
| |
New LanzaTech
|
|
|
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
|
| |||
| In order for a stockholder to bring a matter before the annual meeting, the stockholder must give timely notice to the Secretary of AMCI, as described in the AMCI bylaws. The notice requirements are also deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | | | In order for a stockholder to bring a matter before the annual meeting, the stockholder will be required to give timely notice to the Secretary of New LanzaTech, as described in the New LanzaTech Bylaws. The notice requirements will also be deemed satisfied if the stockholder complies with the requirements of Rule 14a-8 (or any successor thereof) of the Exchange Act. | |
|
Limitation of Liability of Directors and Officers
|
| |||
| To the fullest extent permitted by the DGCL, a director of AMCI will not be personally liable to AMCI or its stockholders for monetary damages for breach of fiduciary duty as a director, unless he or she violated his or her duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or redemptions, or derived improper personal benefit from his or her actions as a director. | | | To the fullest extent permitted by the DGCL, a director of New LanzaTech will not be personally liable to New LanzaTech or its stockholders for monetary damages for breach of fiduciary duty as a director, unless he or she violated his or her duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or redemptions, or derived improper personal benefit from his or her actions as a director. | |
|
Indemnification of Directors, Officers, Employees and Agents
|
| |||
| AMCI is required to indemnify against all expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director or officer of AMCI or any predecessor of AMCI, or serves or served at any other enterprise as a director or officer at the request of AMCI or any predecessor to AMCI. | | | New LanzaTech will be required to indemnify against all expenses to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director or officer of New LanzaTech or any predecessor of New LanzaTech, or serves or served at any other enterprise as a director or officer at the request of New LanzaTech or any predecessor to New LanzaTech. | |
|
Corporate Opportunity Provision
|
| |||
| The Current Charter limits the application of the doctrine of corporate opportunity under certain circumstances. | | | The doctrine of corporate opportunity, as applied under Delaware law, would apply without modification to directors and officers of New LanzaTech under the Proposed Charter. | |
|
Dividends, Distributions and Stock Repurchases
|
| |||
| The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of AMCI preferred stock and the Current Charter requirements relating to business combinations, holders of AMCI Shares are entitled to receive such dividends and other distributions (payable in cash, property or capital stock of AMCI) when, as and if declared thereon by the AMCI Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | | | The Proposed Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of New LanzaTech preferred stock that may be issued, holders of shares of New LanzaTech Common Stock are entitled to receive such dividends and other distributions (payable in cash, property or capital stock of New LanzaTech) when, as and if declared thereon by the New LanzaTech Board from time to time out of any assets or funds legally available therefor and will share equally on a per share basis in such dividends and distributions. | |
|
AMCI
|
| |
New LanzaTech
|
|
|
Liquidation
|
| |||
| In the event of a voluntary or involuntary liquidation, dissolution or winding-up of AMCI, after payment of the debts and liabilities of AMCI and subject to the provisions of statute and the Current Charter and any rights of the holders of AMCI preferred stock, the holders of AMCI Shares will be entitled to all remaining assets of AMCI ratably on the basis of the Class A common stock (on an as-converted basis with respect to the Class B common stock) they hold. | | | In the event of a voluntary or involuntary liquidation, dissolution or winding-up of New LanzaTech, after payment of the debts and liabilities of New LanzaTech and subject to the provisions of statute and the Proposed Charter and any rights of the holders of any New LanzaTech preferred stock that may be issued, the holders of shares of New LanzaTech Common Stock would be entitled to all remaining assets of New LanzaTech ratably on the basis of the New LanzaTech Common Stock they hold. | |
|
Inspection of Books and Records; Stockholder Lists
|
| |||
| Inspection. Under Section 220 of the DGCL, any AMCI Stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from AMCI’s stock ledger, a list of its stockholders and its other books and records. | | | Inspection. Under Section 220 of the DGCL, any New LanzaTech stockholder, in person or by attorney or other agent, will have, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from New LanzaTech’s stock ledger, a list of its stockholders and its other books and records. | |
| Voting List. AMCI will prepare and make available, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. | | | Voting List. New LanzaTech will prepare and make available, no later than the tenth day before each meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting. The list will be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law. | |
|
Choice of Forum
|
| |||
| Unless AMCI consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in the Current Charter as the sole and exclusive forum for (A) any derivative action or proceeding asserting a claim on behalf of AMCI, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of AMCI to AMCI or the AMCI Stockholders, (C) any action or proceeding asserting a claim against AMCI arising pursuant to any provision of the DGCL or the Current Charter or AMCI bylaws, (D) any action or proceeding asserting a claim as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, or (E) any action or proceeding asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. If the suit is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, subject to certain exceptions. | | | Unless New LanzaTech consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is designated in the Proposed Charter as the sole and exclusive forum for (A) any derivative action or proceeding asserting a claim on behalf of New LanzaTech, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of New LanzaTech to New LanzaTech or New LanzaTech’s stockholders, (C) any action or proceeding asserting a claim against New LanzaTech arising pursuant to any provision of the DGCL or the Proposed Charter or New LanzaTech Bylaws, (D) any action or proceeding asserting a claim as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, or (E) any action or proceeding asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. If the suit is brought outside of Delaware, the stockholder bringing the suit will be deemed to | |
|
AMCI
|
| |
New LanzaTech
|
|
| This provision does not apply to suits brought to enforce liability or duties created by the Exchange Act or any other claim where the U.S. federal courts have exclusive jurisdiction. This provision also does not apply for any claims made under the Securities Act and the rules and regulations issued thereunder, for which the U.S. federal courts will be the exclusive forum unless AMCI agrees otherwise in writing. | | | have consented to service of process on such stockholder’s counsel, subject to certain exceptions. This provision does not apply to suits brought to enforce liability or duties created by the Exchange Act or any other claim where the U.S. federal courts have exclusive jurisdiction. This provision also does not apply for any claims made under the Securities Act and the rules and regulations issued thereunder, for which the U.S. federal courts will be the exclusive forum unless New LanzaTech agrees otherwise in writing. | |
| | | | | |
After the Business Combination
|
| ||||||||||||||||||||||||||||||
| | |
Before the Business
Combination |
| |
Assuming No Redemption
|
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||
Name and Address
of Beneficial Owner |
| |
Number of
AMCI Shares(1) |
| |
% of Total
Voting Power |
| |
Number of shares
of New LanzaTech Common Stock |
| |
% of
Total Voting Power |
| |
Number of
shares of New LanzaTech Common Stock |
| |
% of
Total Voting Power |
| ||||||||||||||||||
Directors and Executive Officers of
AMCI Before the Business Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Nimesh Patel
|
| | | | 778,365 | | | | | | 4.15% | | | | | | 608,659(2) | | | | | | * | | | | | | 442,200(2) | | | | | | * | | |
Brian Beem
|
| | | | 778,365 | | | | | | 4.15% | | | | | | 608,659(3) | | | | | | * | | | | | | 442,200(3) | | | | | | * | | |
Patrick Murphy
|
| | | | 467,021 | | | | | | 2.49% | | | | | | 365,197(4) | | | | | | * | | | | | | 265,321(4) | | | | | | * | | |
Hans Mende
|
| | | | 1,390,895 | | | | | | 7.42% | | | | | | 2,787,641(5)(6) | | | | | | 1.39% | | | | | | 2,490,188(5)(6) | | | | | | 1.33% | | |
Adrian Paterson
|
| | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | |
Jill Watz
|
| | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | |
Kate Burson
|
| | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | |
Mark Pinho
|
| | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | |
All Directors and Executive
Officers of AMCI as a Group (8 individuals) |
| | | | 3,614,646 | | | | | | 19.28% | | | | | | 4,570,156 | | | | | | 2.20% | | | | | | 3,839,909 | | | | | | 2.06% | | |
Directors and Executive Officers of
New LanzaTech After Consummation of the Business Combination(7) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dr. Jennifer Holmgren(8)
|
| | | | — | | | | | | — | | | | | | 5,288,656 | | | | | | 2.60% | | | | | | 5,288,656 | | | | | | 2.80% | | |
Freya Burton(9)
|
| | | | — | | | | | | — | | | | | | 1,791,756 | | | | | | * | | | | | | 1,791,756 | | | | | | * | | |
Joseph Blasko
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert Conrado(10)
|
| | | | — | | | | | | — | | | | | | 574,200 | | | | | | * | | | | | | 574,200 | | | | | | * | | |
Johanna Haggstrom(11)
|
| | | | — | | | | | | — | | | | | | 27,640 | | | | | | * | | | | | | 27,640 | | | | | | * | | |
Dr. Steven Stanley
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Geoff Trukenbrod(12)
|
| | | | — | | | | | | — | | | | | | 500,250 | | | | | | * | | | | | | 500,250 | | | | | | * | | |
Carl Wolf(13)
|
| | | | — | | | | | | — | | | | | | 166,522 | | | | | | * | | | | | | 166,522 | | | | | | * | | |
Barbara Byrne
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Julie Zarraga(14)
|
| | | | — | | | | | | — | | | | | | 339,300 | | | | | | * | | | | | | 339,300 | | | | | | * | | |
Nigel Gormly
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dorri McWhorter
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James Messina(15)
|
| | | | — | | | | | | — | | | | | | 1,047,680 | | | | | | * | | | | | | 1,047,680 | | | | | | * | | |
Nimesh Patel(2)
|
| | | | 778,365 | | | | | | 4.15% | | | | | | 608,659 | | | | | | * | | | | | | 442,200 | | | | | | * | | |
Gary Rieschel
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Directors and Executive
Officers of New LanzaTech as a Group (15 individuals) |
| | |
|
778,365
|
| | | |
|
4.15%
|
| | | |
|
10,344,663
|
| | | |
|
4.98%
|
| | | |
|
10,178,204
|
| | | |
|
5.26%
|
| |
Five Percent Holders:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Khosla Ventures(16)
|
| | | | — | | | | | | — | | | | | | 39,202,178 | | | | | | 19.51% | | | | | | 39,202,178 | | | | | | 21.01% | | |
Guardians of New Zealand Superannuation(17)
|
| | | | — | | | | | | — | | | | | | 32,041,956 | | | | | | 15.95% | | | | | | 32,041,956 | | | | | | 17.17% | | |
Sinopec Capital Co., Ltd. (18)
|
| | | | — | | | | | | — | | | | | | 15,808,814 | | | | | | 7.87% | | | | | | 15,808,814 | | | | | | 8.47% | | |
Novo Holdings A/S(19)
|
| | | | — | | | | | | — | | | | | | 13,701,391 | | | | | | 6.82% | | | | | | 13,701,391 | | | | | | 7.34% | | |
Hans Mende
|
| | | | 1,390,895 | | | | | | 7.42% | | | | | | 2,787,641(5)(6) | | | | | | 1.39% | | | | | | 2,479,389(5)(6) | | | | | | 1.33% | | |
Apollo Capital Management, L.P.(20)
|
| | | | 1,485,000 | | | | | | 7.9% | | | | | | 1,559,250 | | | | | | * | | | | | | 1,559,250 | | | | | | * | | |
Adage Capital Partners, L.P.(21)
|
| | | | 1,350,000 | | | | | | 7.2% | | | | | | 1,417,500 | | | | | | * | | | | | | 1,417,500 | | | | | | * | | |
Shaolin Capital Management, LLC(22)
|
| | | | 1,100,000 | | | | | | 5.9% | | | | | | 1,174,250 | | | | | | * | | | | | | 1,174,250 | | | | | | * | | |
Aristeia Capital, LLC(23)
|
| | | | 1,000,000 | | | | | | 5.3% | | | | | | 1,074,250 | | | | | | * | | | | | | 1,074,250 | | | | | | * | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Executive Officers: | | | | | | | |
Jennifer Holmgren, Ph.D. | | |
62
|
| | Chief Executive Officer and Director | |
Geoff Trukenbrod | | |
50
|
| | Chief Financial Officer | |
Steven Stanley, Ph.D. | | |
59
|
| | Chief Commercial Officer | |
Carl Wolf | | |
37
|
| | Chief Operating Officer | |
Freya Burton | | |
41
|
| | Chief Sustainability Officer | |
Joseph Blasko | | |
55
|
| | General Counsel | |
Julie Zarraga | | |
55
|
| | Executive Vice President, Engineering | |
Johanna Haggstrom, Ph. D. | | |
44
|
| | Vice President, Chemicals & Hydrocarbon Fuels Technology | |
Robert Conrado, Ph.D. | | |
39
|
| | Vice President, Engineering Design and Development | |
Non-Employee Directors: | | | | | | | |
Barbara Byrne(1)(3) | | |
68
|
| | Director | |
Nigel Gormly(1)(2) | | |
49
|
| | Director | |
Dorri McWhorter(1)(2) | | |
49
|
| | Director | |
Jim Messina(2)(3) | | |
53
|
| | Director | |
Nimesh Patel | | |
45
|
| | Director | |
Gary Rieschel(3) | | |
66
|
| | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Non-qualified
Deferred Compensation Earnings ($)(1) |
| |
Total
($) |
| |||||||||||||||||||||
Dr. Jennifer Holmgren
Chief Executive Officer |
| | | | 2022 | | | | | | 525,000 | | | | | | 378,000 | | | | | | — | | | | | | — | | | | | | 5,202 | | | | | | 908,202 | | |
Geoff Trukenbrod
Chief Financial Officer |
| | | | 2022 | | | | | | 388,269(2) | | | | | | 135,000 | | | | | | — | | | | | | — | | | | | | 10,637 | | | | | | 533,907 | | |
Dr. Sean Simpson(3)
Former Chief Scientific Officer |
| | | | 2022 | | | | | | 336,500(4) | | | | | | 87,750 | | | | | | — | | | | | | — | | | | | | 10,653 | | | | | | 434,903 | | |
| | | | | |
Option Awards
|
| | | | |
Stock Awards
|
| ||||||||||||||||||||||||
Name
|
| |
Grant date
|
| |
Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market value
of shares or units of stock that have not vested ($)(1) |
| |||||||||||||||
Dr. Jennifer Holmgren
|
| |
2/14/2013
|
| | | | 31,425 | | | | | | — | | | | | | 6.98 | | | |
2/14/2023
|
| | | | — | | | | | | — | | |
|
9/20/2017
|
| | | | 225,000 | | | | | | — | | | | | | 6.03 | | | |
9/20/2027
|
| | | | — | | | | | | — | | | ||
|
6/26/2020
|
| | | | 113,534 | | | | | | 81,096 | | | | | | 4.68 | | | |
6/26/2030
|
| | | | — | | | | | | — | | | ||
|
4/20/2021
|
| | | | — | | | | | | — | | | | | | | | | |
—
|
| | | | 280,530 | | | | | | 4,168,676 | | | ||
Geoff Trukenbrod | | |
4/19/2021
|
| | | | 115,000 | | | | | | 115,000 | | | | | | 4.76 | | | |
4/19/2031
|
| | | | — | | | | | | — | | |
Dr. Sean Simpson(2)
|
| |
2/14/2013
|
| | | | 71,630 | | | | | | — | | | | | | 6.98 | | | |
2/14/2023
|
| | | | — | | | | | | — | | |
|
9/20/2017
|
| | | | 200,000 | | | | | | — | | | | | | 6.03 | | | |
9/20/2027
|
| | | | — | | | | | | — | | | ||
|
6/26/2020
|
| | | | 12,000 | | | | | | 18,000 | | | | | | 4.68 | | | |
6/26/2030
|
| | | | — | | | | | | — | | | ||
|
11/9/2020
|
| | | | 44,038 | | | | | | 25,147 | | | | | | 4.68 | | | |
11/9/2030
|
| | | | — | | | | | | — | | | ||
|
11/9/2020
|
| | | | — | | | | | | — | | | | | | — | | | |
—
|
| | | | 135,531 | | | | | | 2,013,991 | | |
Related Person
|
| |
Shares of
Class A Common Stock |
| |
Cash Purchase
Price |
| ||||||
Guardians of New Zealand Superannuation(1)
|
| | | | 1,500,000 | | | | | $ | 15,000,000 | | |
Khosla Ventures(2)
|
| | | | 1,000,000 | | | | | $ | 10,000,000 | | |
K One W One(3)
|
| | | | 200,000 | | | | | $ | 2,000,000 | | |
Related Person
|
| |
Series E
Preferred |
| |
Series E-1
Preferred |
| |
Series F
Preferred |
| |
Cash
Purchase Price |
| ||||||||||||
Guardians of New Zealand Superannuation
|
| | | | — | | | | | | 1,312,394 | | | | | | — | | | | | $ | 30,000,014.45 | | |
Sinopec Capital Co., Ltd.
|
| | | | — | | | | | | — | | | | | | 3,634,210 | | | | | $ | 83,074,406.39 | | |
| | |
Page
|
| |||
Unaudited Condensed Financial Statements | | | |||||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | |
| | |
Page
|
| |||
Audited Financial Statements | | | |||||
| | | | F-24 | | | |
| | | | F-25 | | | |
| | | | F-26 | | | |
| | | | F-27 | | | |
| | | | F-28 | | | |
| | | | F-29 | | |
| | |
Page
|
| |||
Unaudited Condensed Financial Statements | | | | | | | |
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
| | | | F-50 | | |
| | |
Page
|
| |||
Audited Financial Statements | | | | | | | |
| | | | F-67 | | | |
| | | | F-68 | | | |
| | | | F-69 | | | |
| | | | F-70 | | | |
| | | | F-71 | | | |
| | | | F-72 | | |
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 7,302 | | | | | $ | 343,399 | | |
Prepaid expenses – current
|
| | | | 277,812 | | | | | | 337,534 | | |
Total current assets
|
| | | | 285,114 | | | | | | 680,933 | | |
Prepaid expenses – long-term
|
| | | | — | | | | | | 184,812 | | |
Investments held in trust account
|
| | | | 150,969,468 | | | | | | 150,006,015 | | |
Total Assets
|
| | | $ | 151,254,582 | | | | | $ | 150,871,760 | | |
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 1,687,915 | | | | | $ | 85,534 | | |
Accrued expenses
|
| | | | 1,356,763 | | | | | | 229,733 | | |
Due to related party
|
| | | | 736,123 | | | | | | 49,723 | | |
Capital based tax payable
|
| | | | 331,707 | | | | | | 198,129 | | |
Franchise tax payable
|
| | | | 149,639 | | | | | | 188,237 | | |
Income tax payable
|
| | | | 54,366 | | | | | | — | | |
Total current liabilities
|
| | | | 4,316,513 | | | | | | 751,356 | | |
Deferred underwriting commissions
|
| | | | 200,000 | | | | | | 5,250,000 | | |
Derivative warrant liabilities
|
| | | | 1,543,280 | | | | | | 5,610,000 | | |
Total liabilities
|
| | | | 6,059,793 | | | | | | 11,611,356 | | |
Commitments and Contingencies (Note 5) | | | | | | | | | | | | | |
Class A common stock subject to possible redemption, $0.0001 par value; 15,000,000 shares issued and outstanding at $10.00 per share at redemption as of September 30, 2022 and December 31, 2021
|
| | | | 150,293,649 | | | | | | 150,000,000 | | |
Stockholders’ Deficit: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of September 30, 2022 and December 31, 2021
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2022 and December 31, 2021
|
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,750,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021
|
| | | | 375 | | | | | | 375 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (5,099,235) | | | | | | (10,739,971) | | |
Total stockholders’ deficit
|
| | | | (5,098,860) | | | | | | (10,739,596) | | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and
Stockholders’ Deficit |
| | | $ | 151,254,582 | | | | | $ | 150,871,760 | | |
| | |
For the Three
Months Ended September 30, 2022 |
| |
For the Three
Months Ended September 30, 2021 |
| |
For the Nine
Months Ended September 30, 2022 |
| |
For the
Period from January 28, 2021 (inception) through September 30, 2021 |
| ||||||||||||
General and administrative expenses
|
| | | $ | 876,343 | | | | | $ | 284,686 | | | | | $ | 3,677,205 | | | | | $ | 286,255 | | |
General and administrative expenses – related party
|
| | | | 30,000 | | | | | | 20,000 | | | | | | 90,000 | | | | | | 20,000 | | |
Capital base tax expense
|
| | | | 75,797 | | | | | | — | | | | | | 183,578 | | | | | | — | | |
Franchise tax expense
|
| | | | 50,411 | | | | | | 134,845 | | | | | | 149,639 | | | | | | 134,845 | | |
Loss from operations
|
| | | | (1,032,551) | | | | | | (439,531) | | | | | | (4,100,422) | | | | | | (441,100) | | |
Other income (expenses): | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant
liabilities |
| | | | 1,426,720 | | | | | | 1,382,900 | | | | | | 4,066,720 | | | | | | 1,382,900 | | |
Gain from extinguishment of deferred underwriting
commissions on public warrants |
| | | | 171,700 | | | | | | — | | | | | | 171,700 | | | | | | — | | |
Offering costs allocated to derivative warrant liabilities
|
| | | | — | | | | | | (476,450) | | | | | | — | | | | | | (476,450) | | |
Income from investments held in trust account
|
| | | | 733,042 | | | | | | 2,178 | | | | | | 972,453 | | | | | | 2,178 | | |
Income (loss) before income tax expense
|
| | | | 1,298,911 | | | | | | 469,097 | | | | | | 1,110,451 | | | | | | 467,528 | | |
Income tax expense
|
| | | | 54,366 | | | | | | — | | | | | | 54,366 | | | | | | — | | |
Net income (loss)
|
| | | $ | 1,244,545 | | | | | $ | 469,097 | | | | | $ | 1,056,085 | | | | | $ | 467,528 | | |
Weighted average shares outstanding of Class A common stock, basic and diluted
|
| | | | 15,000,000 | | | | | | 9,130,435 | | | | | | 15,000,000 | | | | | | 3,428,571 | | |
Basic and diluted net income (loss) per share, Class A common stock
|
| | | $ | 0.07 | | | | | $ | 0.04 | | | | | $ | 0.06 | | | | | $ | 0.07 | | |
Weighted average shares outstanding of Class B common stock, basic and diluted
|
| | | | 3,750,000 | | | | | | 3,750,000 | | | | | | 3,750,000 | | | | | | 3,750,000 | | |
Basic and diluted net income (loss) per share, Class B common stock
|
| | | $ | 0.07 | | | | | $ | 0.04 | | | | | $ | 0.06 | | | | | $ | 0.07 | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31, 2021
|
| | | | — | | | | | $ | — | | | | | | 3,750,000 | | | | | $ | 375 | | | | | $ | — | | | | | $ | (10,739,971) | | | | | $ | (10,739,596) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,542,722) | | | | | | (3,542,722) | | |
Balance – March 31, 2022 (unaudited)
|
| | | | — | | | | | | — | | | | | | 3,750,000 | | | | | | 375 | | | | | | — | | | | | | (14,282,693) | | | | | | (14,282,318) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,354,262 | | | | | | 3,354,262 | | |
Balance – June 30, 2022 (unaudited)
|
| | | | — | | | | | | — | | | | | | 3,750,000 | | | | | | 375 | | | | | | — | | | | | | (10,928,431) | | | | | | (10,928,056) | | |
Extinguishment of deferred underwriting commissions on public shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,878,300 | | | | | | — | | | | | | 4,878,300 | | |
Reclass from additional paid-in capital to retained earnings
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,878,300) | | | | | | 4,878,300 | | | | | | — | | |
Subsequent remeasurement of Class A common stock subject to possible redemption
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (293,649) | | | | | | (293,649) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,244,545 | | | | | | 1,244,545 | | |
Balance – September 30, 2022
(unaudited) |
| | | | — | | | | | $ | — | | | | | | 3,750,000 | | | | | $ | 375 | | | | | $ | — | | | | | $ | (5,099,235) | | | | | $ | (5,098,860) | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 28, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor
|
| | | | — | | | | | | — | | | | | | 4,312,500 | | | | | | 431 | | | | | | 24,569 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,126) | | | | | | (1,126) | | |
Balance – March 31, 2021 (unaudited)
|
| | | | — | | | | | | — | | | | | | 4,312,500 | | | | | | 431 | | | | | | 24,569 | | | | | | (1,126) | | | | | | 23,874 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (443) | | | | | | (443) | | |
Balance – June 30, 2021 (unaudited)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
4,312,500
|
| | | |
|
431
|
| | | |
|
24,569
|
| | | |
|
(1,569)
|
| | | |
|
23,431
|
| |
Excess cash received over the fair value of the private warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,085,000 | | | | | | — | | | | | | 1,085,000 | | |
Forfeited shares
|
| | | | — | | | | | | — | | | | | | (562,500) | | | | | | (56) | | | | | | 56 | | | | | | — | | | | | | — | | |
Contribution from Sponsor upon sale of founder shares to Anchor Investors
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,509,758 | | | | | | — | | | | | | 6,509,758 | | |
Accretion of Class A common stock subject to possible redemption
amount |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,619,383) | | | | | | (10,786,709) | | | | | | (18,406,092) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 469,097 | | | | | | 469,097 | | |
Balance – September 30, 2021
(unaudited) |
| | | | — | | | | | $ | — | | | | | | 3,750,000 | | | | | $ | 375 | | | | | $ | — | | | | | $ | (10,319,181) | | | | | $ | (10,318,806) | | |
| | |
For the Nine
Months Ended September 30, 2022 |
| |
For the Period
from January 28, 2021 (inception) through September 30, 2021 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | 1,056,085 | | | | | $ | 467,528 | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
General and administrative expenses paid by Sponsor in exchange for issuance of Class B common stock
|
| | | | — | | | | | | 1,000 | | |
Change in fair value of derivative warrant liabilities
|
| | | | (4,066,720) | | | | | | (1,382,900) | | |
Gain from extinguishment of deferred underwriting commission on public
warrants |
| | | | (171,700) | | | | | | — | | |
Offering costs allocated to derivative warrant liabilities
|
| | | | — | | | | | | 476,450 | | |
Income from investments held in the trust account
|
| | | | (972,453) | | | | | | (2,178) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 244,534 | | | | | | 49,173 | | |
Accounts payable
|
| | | | 1,602,381 | | | | | | 3,000 | | |
Due to related party
|
| | | | 686,400 | | | | | | 19,723 | | |
Accrued expenses
|
| | | | 1,127,030 | | | | | | 138,034 | | |
Capital base tax payable
|
| | | | 133,578 | | | | | | — | | |
Franchise tax payable
|
| | | | (38,598) | | | | | | 134,845 | | |
Income tax payable
|
| | | | 54,366 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (345,097) | | | | | | (95,325) | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Cash deposited in trust account
|
| | | | — | | | | | | (150,000,000) | | |
Investment income released from Trust Account
|
| | | | 9,000 | | | | | | — | | |
Net cash provided by investing activities
|
| | | | 9,000 | | | | | | (150,000,000) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from note payable to related party
|
| | | | — | | | | | | 1,000 | | |
Proceeds received from initial public offering, gross
|
| | | | — | | | | | | 150,000,000 | | |
Proceeds received from private placement
|
| | | | — | | | | | | 852,416 | | |
Net cash provided by financing activities
|
| | | | — | | | | | | 150,853,416 | | |
Net change in cash
|
| | | | (336,097) | | | | | | 758,091 | | |
Cash – beginning of the period
|
| | |
|
343,399
|
| | | |
|
—
|
| |
Cash – end of the period
|
| | | $ | 7,302 | | | | | $ | 758,091 | | |
Supplemental disclosure of noncash activities: | | | | | | | | | | | | | |
Offering costs included in notes payable
|
| | | $ | — | | | | | $ | 1,968,784 | | |
Offering costs included in accrued expenses
|
| | | $ | — | | | | | $ | 30,000 | | |
Offering costs paid by Sponsor in exchange for issuance of Class B common stock
|
| | | $ | — | | | | | $ | 24,000 | | |
Prepaid expenses paid by related party under note payable and advances
|
| | | $ | — | | | | | $ | 677,800 | | |
Repayment of note payable and advances by Sponsor in exchange for issuance of private placement warrants
|
| | | $ | — | | | | | $ | 2,647,584 | | |
Deferred underwriting commissions in connection with the initial public offering
|
| | | $ | — | | | | | $ | 5,250,000 | | |
Value of Class B common stock transferred to Anchor Investors at initial public offering
|
| | | $ | — | | | | | $ | 6,509,758 | | |
Extinguishment of deferred underwriting commissions on public shares
|
| | | $ | 4,878,300 | | | | | $ | — | | |
| | |
For the Three Months Ended
September 30, 2022 |
| |
For the Three Months Ended
September 30, 2021 |
| ||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||
Basic and diluted net income per common share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income
|
| | | $ | 995,636 | | | | | $ | 248,909 | | | | | $ | 332,524 | | | | | $ | 136,573 | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average common shares outstanding
|
| | | | 15,000,000 | | | | | | 3,750,000 | | | | | | 9,130,435 | | | | | | 3,750,000 | | |
Basic and diluted net income per common share
|
| | | $ | 0.07 | | | | | $ | 0.07 | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
| | |
For the Nine Months Ended
September 30, 2022 |
| |
For the Period from January 28, 2021
(inception) through September 30, 2021 |
| ||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||
Basic and diluted net income per common share:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income
|
| | | $ | 844,868 | | | | | $ | 211,217 | | | | | $ | 223,297 | | | | | $ | 244,231 | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average common
shares outstanding |
| | | | 15,000,000 | | | | | | 3,750,000 | | | | | | 3,428,571 | | | | | | 3,750,000 | | |
Basic and diluted net income per common share
|
| | | $ | 0.06 | | | | | $ | 0.06 | | | | | $ | 0.07 | | | | | $ | 0.07 | | |
|
Gross proceeds
|
| | | $ | 150,000,000 | | |
| Less: | | | | | | | |
|
Amount allocated to public warrants
|
| | | | (5,100,000) | | |
|
Class A common stock issuance costs
|
| | | | (13,306,092) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 18,406,092 | | |
|
Class A common stock subject to possible redemption, December 31, 2021
|
| | | | 150,000,000 | | |
|
Subsequent remeasurement of Class A common stock subject to possible redemption
|
| | | | 293,649 | | |
|
Class A common stock subject to possible redemption, September 30, 2022
|
| | | $ | 150,293,649 | | |
Description
|
| |
Quoted Prices in
Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Investments held in trust account
|
| | | $ | 150,969,468 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Derivative liabilities – public warrants
|
| | | $ | 1,050,000 | | | | | $ | — | | | | | $ | — | | |
Derivative liabilities – private placement warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 493,280 | | |
Description
|
| |
Quoted Prices in
Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Investments held in trust account
|
| | | $ | 150,006,015 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Derivative liabilities – public warrants
|
| | | $ | 3,825,000 | | | | | $ | — | | | | | $ | — | | |
Derivative liabilities – private placement warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,785,000 | | |
| | |
As of
September 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Volatility
|
| | | | 5.8% | | | | | | 9.6% | | |
Stock price
|
| | | $ | 9.79 | | | | | $ | 9.66 | | |
Remaining term (years)
|
| | | | 5.19 | | | | | | 5.75 | | |
Risk-free rate
|
| | | | 3.97% | | | | | | 1.32% | | |
|
Derivative warrant liabilities at December 31, 2021
|
| | | $ | 1,785,000 | | |
|
Change in fair value of derivative liabilities
|
| | | | 245,000 | | |
|
Derivative warrant liabilities at March 31, 2022
|
| | | | 2,030,000 | | |
|
Change in fair value of derivative liabilities
|
| | | | (1,085,000) | | |
|
Derivative warrant liabilities at June 30, 2022
|
| | | | 945,000 | | |
|
Change in fair value of derivative liabilities
|
| | | | (451,720) | | |
|
Derivative warrant liabilities at September 30, 2022
|
| | | $ | 493,280 | | |
| Assets: | | | | | | | |
| Current assets: | | | | | | | |
|
Cash
|
| | | $ | 343,399 | | |
|
Prepaid expenses – current
|
| | | | 337,534 | | |
|
Total current assets
|
| | | | 680,933 | | |
|
Prepaid expenses – long-term
|
| | | | 184,812 | | |
|
Investments held in trust account
|
| | | | 150,006,015 | | |
|
Total Assets
|
| | | $ | 150,871,760 | | |
|
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
|
| | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable
|
| | | $ | 85,534 | | |
|
Accrued expenses
|
| | | | 229,733 | | |
|
Due to related party
|
| | | | 49,723 | | |
|
Capital based tax payable
|
| | | | 198,129 | | |
|
Franchise tax payable
|
| | | | 188,237 | | |
|
Total current liabilities
|
| | | | 751,356 | | |
|
Deferred underwriting commissions
|
| | | | 5,250,000 | | |
|
Derivative warrant liabilities
|
| | | | 5,610,000 | | |
|
Total liabilities
|
| | | | 11,611,356 | | |
| Commitments and Contingencies (Note 5) | | | | | | | |
|
Class A common stock subject to possible redemption, $0.0001 par value; 15,000,000 shares
issued and outstanding at $10.00 per share at redemption |
| | | | 150,000,000 | | |
| Stockholders’ Deficit: | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; no non-redeemable shares issued or outstanding
|
| | | | — | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,750,000 shares issued and outstanding
|
| | | | 375 | | |
|
Additional paid-in capital
|
| | | | — | | |
|
Accumulated deficit
|
| | | | (10,739,971) | | |
|
Total stockholders’ deficit
|
| | | | (10,739,596) | | |
|
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
|
| | | $ | 150,871,760 | | |
|
General and administrative expenses
|
| | | $ | 951,461 | | |
|
General and administrative expenses – related party
|
| | | | 50,000 | | |
|
Capital based tax expense
|
| | | | 198,129 | | |
|
Franchise tax expense
|
| | | | 188,237 | | |
|
Loss from operations
|
| | | | (1,387,827) | | |
| Other income (expenses): | | | | | | | |
|
Change in fair value of derivative warrant liabilities
|
| | | | 1,905,000 | | |
|
Offering costs allocated to derivative warrant liabilities
|
| | | | (476,450) | | |
|
Income from investments held in trust account
|
| | | | 6,015 | | |
|
Net income
|
| | | $ | 46,738 | | |
|
Weighted average shares outstanding of Class A common stock, basic and diluted
|
| | | | 4,690,909 | | |
|
Basic and diluted net income per share, Class A common stock
|
| | | $ | 0.01 | | |
|
Weighted average shares outstanding of Class B common stock, basic and diluted
|
| | | | 3,750,000 | | |
|
Basic and diluted net income per share, Class B common stock
|
| | | $ | 0.01 | | |
| | |
Common Stock
|
| | | | | | | | | | | | | |
Total
Stockholders’ Deficit |
| ||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Additional Paid-In
Capital |
| |
Accumulated
Deficit |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 28, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to
Sponsor |
| | | | — | | | | | | — | | | | | | 4,312,500 | | | | | | 431 | | | | | | 24,569 | | | | | | — | | | | | | 25,000 | | |
Excess cash received over the fair value of the private warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,085,000 | | | | | | — | | | | | | 1,085,000 | | |
Forfeited shares
|
| | | | — | | | | | | — | | | | | | (562,500) | | | | | | (56) | | | | | | 56 | | | | | | — | | | | | | — | | |
Contribution from Sponsor upon sale of founder shares to Anchor Investors
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,509,758 | | | | | | — | | | | | | 6,509,758 | | |
Accretion of Class A common stock
subject to possible redemption amount |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,619,383) | | | | | | (10,786,709) | | | | | | (18,406,092) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 46,738 | | | | | | 46,738 | | |
Balance – December 31, 2021
|
| | | | — | | | | | $ | — | | | | | | 3,750,000 | | | | | $ | 375 | | | | | $ | — | | | | | $ | (10,739,971) | | | | | $ | (10,739,596) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net income
|
| | | $ | 46,738 | | |
| Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | |
|
General and administrative expenses paid by Sponsor in exchange for issuance of Class B common stock
|
| | | | 1,000 | | |
|
Change in fair value of derivative warrant liabilities
|
| | | | (1,905,000) | | |
|
Offering costs allocated to derivative warrant liabilities
|
| | | | 476,450 | | |
|
Income from investments held in the trust account
|
| | | | (6,015) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Prepaid expenses
|
| | | | 155,454 | | |
|
Accounts payable
|
| | | | 85,534 | | |
|
Due to related party
|
| | | | 49,723 | | |
|
Accrued expenses
|
| | | | 199,733 | | |
|
Capital based tax payable
|
| | | | 198,129 | | |
|
Franchise tax payable
|
| | | | 188,237 | | |
|
Net cash used in operating activities
|
| | | | (510,017) | | |
| Cash Flows from Investing Activities | | | | | | | |
|
Cash deposited in trust account
|
| | | | (150,000,000) | | |
|
Net cash used in investing activities
|
| | | | (150,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from note payable to related party
|
| | | | 1,000 | | |
|
Proceeds received from initial public offering, gross
|
| | | | 150,000,000 | | |
|
Proceeds received from private placement
|
| | | | 852,416 | | |
|
Net cash provided by financing activities
|
| | | | 150,853,416 | | |
|
Net change in cash
|
| | | | 343,399 | | |
|
Cash – beginning of the period
|
| | |
|
—
|
| |
|
Cash – end of the period
|
| | | $ | 343,399 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
|
Offering costs paid by related party under note payable and advances
|
| | | $ | 1,968,784 | | |
|
Offering costs included in accrued expenses
|
| | | $ | 30,000 | | |
|
Offering costs paid by Sponsor in exchange for issuance of Class B common stock
|
| | | $ | 24,000 | | |
|
Prepaid expenses paid by related party under note payable and advances
|
| | | $ | 677,800 | | |
|
Repayment of note payable and advances by Sponsor in exchange for issuance of private
placement warrants |
| | | $ | 2,647,584 | | |
|
Deferred underwriting commissions in connection with the initial public offering
|
| | | $ | 5,250,000 | | |
|
Value of Class B common stock transferred to Anchor Investors at initial public offering
|
| | | $ | 6,509,758 | | |
| | |
For the period from January 28, 2021
(inception) through December 31, 2021 |
| |||||||||
| | |
Class A
|
| |
Class B
|
| ||||||
Basic and diluted net income (loss) per common share: | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Allocation of net income (loss)
|
| | | $ | 25,974 | | | | | $ | 20,764 | | |
Denominator: | | | | | | | | | | | | | |
Basic and diluted weighted average common shares outstanding
|
| | | | 4,690,909 | | | | | | 3,750,000 | | |
Basic and diluted net income (loss) per common share
|
| | | $ | 0.01 | | | | | $ | 0.01 | | |
|
Gross proceeds from Initial Public Offering
|
| | | $ | 150,000,000 | | |
| Less: | | | | | | | |
|
Fair value of Public Warrants at issuance
|
| | | | (5,100,000) | | |
|
Offering costs allocated to Class A common stock subject to possible redemption
|
| | | | (13,306,092) | | |
| Plus: | | | | | | | |
|
Accretion on Class A common stock subject to possible redemption amount
|
| | | | 18,406,092 | | |
|
Class A common stock subject to possible redemption
|
| | | $ | 150,000,000 | | |
Description
|
| |
Quoted Prices in
Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account
|
| | | $ | 150,006,015 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Derivative liabilities – Public Warrants
|
| | | $ | 3,825,000 | | | | | $ | — | | | | | $ | — | | |
Derivative liabilities – Private Placement Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,785,000 | | |
| | |
As of December 31, 2021
|
| |
As of August 6, 2021
|
| ||||||
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Volatility
|
| | | | 9.6% | | | | | | 11.3% | | |
Stock price
|
| | | $ | 9.66 | | | | | $ | 9.66 | | |
Remaining term (yrs)
|
| | | | 5.75 | | | | | | 6.51 | | |
Risk-free rate
|
| | | | 1.32% | | | | | | 0.99% | | |
|
Derivative warrant liabilities at January 28, 2021 (inception)
|
| | | $ | — | | |
|
Issuance of Public and Private Warrants
|
| | | | 7,515,000 | | |
|
Transfer of Public Warrants to Level 1
|
| | | | (5,100,000) | | |
|
Change in fair value of derivative liabilities
|
| | | | (630,000) | | |
|
Derivative warrant liabilities at December 31, 2021
|
| | | $ | 1,785,000 | | |
| | |
For the Period from January 28, 2021
(inception) through December 31, 2021 |
| |||
Current
|
| | | | | | |
Federal
|
| | | $ | — | | |
State
|
| | | | — | | |
Deferred
|
| | | | | | |
Federal
|
| | | | (290,181) | | |
State
|
| | | | | | |
Valuation allowance
|
| | | | 290,181 | | |
Income tax provision
|
| | | $ | — | | |
| | |
December 31, 2021
|
| |||
Deferred tax assets: | | | | | | | |
Start-up/Organization costs
|
| | | $ | 210,307 | | |
Net operating loss carryforwards
|
| | | | 79,874 | | |
Total deferred tax assets
|
| | | | 290,181 | | |
Valuation allowance
|
| | | | (290,181) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | |
| | |
For the Period from January 28, 2021
(inception) through December 31, 2021 |
| |||
Statutory federal income tax rate
|
| | | | 21.0% | | |
Change in fair value of derivative warrant liabilities
|
| | | | (855.9)% | | |
Offering costs allocated to derivative warrant liabilities
|
| | | | 214.0% | | |
Change in valuation allowance
|
| | | | 620.9% | | |
Income tax expense
|
| | | | 0.0% | | |
| | |
As of
|
| |||||||||
| | |
September 30,
2022 |
| |
December 31,
2021 as Restated |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 50,370 | | | | | $ | 128,318 | | |
Trade and other receivables, net of allowance
|
| | | | 11,588 | | | | | | 2,878 | | |
Contract assets
|
| | | | 14,848 | | | | | | 11,700 | | |
Other current assets
|
| | | | 12,009 | | | | | | 5,779 | | |
Total current assets
|
| | | | 88,815 | | | | | | 148,675 | | |
Property, plant and equipment, net
|
| | | | 16,645 | | | | | | 14,148 | | |
Right of use assets
|
| | | | 3,343 | | | | | | 4,686 | | |
Equity method investment
|
| | | | 11,047 | | | | | | 24,752 | | |
Equity security investment
|
| | | | 14,990 | | | | | | — | | |
Other non-current assets
|
| | | | 750 | | | | | | 750 | | |
Total assets
|
| | | $ | 135,590 | | | | | $ | 193,011 | | |
Liabilities, Contingently Redeemable Preferred Stock, and Shareholders’ Deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | | 1,488 | | | | | | 2,444 | | |
Other accrued liabilities
|
| | | | 8,064 | | | | | | 7,059 | | |
SAFE liability
|
| | | | 27,221 | | | | | | 28,271 | | |
SAFE warrant
|
| | | | 2,022 | | | | | | 1,729 | | |
Contract liabilities
|
| | | | 2,968 | | | | | | 3,476 | | |
Accrued salaries and wages
|
| | | | 5,079 | | | | | | 4,261 | | |
Current lease liabilities
|
| | | | 2,205 | | | | | | 2,050 | | |
Total current liabilities
|
| | | | 49,047 | | | | | | 49,290 | | |
Non-current lease liabilities
|
| | | | 1,610 | | | | | | 3,283 | | |
Non-current contract liabilities
|
| | | | 11,119 | | | | | | 13,901 | | |
Other long-term liabilities
|
| | | | 823 | | | | | | 823 | | |
Total liabilities
|
| | | $ | 62,599 | | | | | $ | 67,297 | | |
Commitments and Contingencies (see note 11) | | | | | | | | | | | | | |
Contingently Redeemable Preferred Stock | | | | | | | | | | | | | |
Redeemable convertible preferred stock, $0.0001 par value; 29,747,033 shares
authorized, 29,521,810 shares issued and outstanding as of September 30, 2022 and December 31, 2021. |
| | | | 480,631 | | | | | | 480,631 | | |
Shareholders’ Deficit | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 36,326,815 shares authorized, 2,110,346 and
2,106,934 shares issued and outstanding as September 30, 2022 and December 31, 2021, respectively |
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 23,801 | | | | | | 21,711 | | |
Accumulated other comprehensive income
|
| | | | 3,422 | | | | | | 3,261 | | |
Accumulated deficit
|
| | | | (434,863) | | | | | | (379,889) | | |
Total shareholders’ deficit
|
| | | $ | (407,640) | | | | | $ | (354,917) | | |
Total liabilities, contingently redeemable preferred stock, and shareholders’
deficit |
| | | $ | 135,590 | | | | | $ | 193,011 | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Revenue: | | | | | | | | | | | | | |
Revenue from contracts with customers
|
| | | $ | 21,932 | | | | | $ | 13,317 | | |
Revenue from collaborative arrangements
|
| | | | 1,733 | | | | | | 2,662 | | |
Revenue from related party transactions
|
| | | | 2,116 | | | | | | 2,348 | | |
Total revenue
|
| | | $ | 25,781 | | | | | $ | 18,327 | | |
Cost and operating expenses: | | | | | | | | | | | | | |
Cost of revenues from contracts with customers (exclusive of depreciation shown below)
|
| | | | (18,162) | | | | | | (8,480) | | |
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)
|
| | | | (727) | | | | | | (935) | | |
Cost of revenue from related party transactions (exclusive of depreciation shown below)
|
| | | | (342) | | | | | | (575) | | |
Research and development expense
|
| | | | (39,858) | | | | | | (29,223) | | |
Depreciation expense
|
| | | | (3,433) | | | | | | (2,763) | | |
Selling, general and administrative expense
|
| | | | (19,482) | | | | | | (11,595) | | |
Total cost and operating expenses
|
| | | $ | (82,004) | | | | | $ | (53,571) | | |
Loss from operations
|
| | | | (56,223) | | | | | | (35,244) | | |
Other (expense) income: | | | | | | | | | | | | | |
Interest income (expense), net
|
| | | | 3 | | | | | | (5) | | |
Gain on extinguishment of debt
|
| | | | — | | | | | | 3,065 | | |
Other (expense) income, net
|
| | | | (1,100) | | | | | | (778) | | |
Total other (expense) income, net
|
| | | $ | (1,097) | | | | | $ | 2,282 | | |
Loss before income taxes
|
| | | | (57,320) | | | | | | (32,962) | | |
Income tax expense
|
| | | | — | | | | | | — | | |
Gain from equity method investees, net
|
| | | | 2,346 | | | | | | 2,371 | | |
Net loss
|
| | | $ | (54,974) | | | | | $ | (30,591) | | |
Unpaid cumulative dividends on preferred stock
|
| | | | (28,925) | | | | | | (27,068) | | |
Net loss allocated to common shareholders
|
| | | $ | (83,899) | | | | | $ | (57,659) | | |
Other comprehensive loss: | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | (767) | | | | | | (29) | | |
Comprehensive loss
|
| | | $ | (55,741) | | | | | $ | (30,620) | | |
Net loss per common share – basic and diluted
|
| | | $ | (39.79) | | | | | $ | (30.19) | | |
Weighted-average number of common shares outstanding – basic and diluted
|
| | | | 2,108,472 | | | | | | 1,909,635 | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (54,974) | | | | | $ | (30,591) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Share-based compensation expense
|
| | | | 2,067 | | | | | | 1,790 | | |
(Gain) loss on change in fair value of SAFE and warrant liabilities
|
| | | | (330) | | | | | | 699 | | |
Depreciation of property, plant and equipment
|
| | | | 3,433 | | | | | | 2,763 | | |
Non-cash lease expense
|
| | | | 1,343 | | | | | | 1,248 | | |
Non-cash recognition of licensing revenue
|
| | | | (1,620) | | | | | | (1,516) | | |
Gain from equity method investees, net
|
| | | | (2,346) | | | | | | (2,371) | | |
PPP loan forgiveness
|
| | | | — | | | | | | (3,065) | | |
Net foreign exchange loss
|
| | | | 1,311 | | | | | | 11 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts receivable, net
|
| | | | (8,710) | | | | | | 3,581 | | |
Contract assets
|
| | | | (3,270) | | | | | | (3,838) | | |
Other assets
|
| | | | (5,981) | | | | | | (558) | | |
Accounts payable and accrued salaries and wages
|
| | | | 463 | | | | | | 717 | | |
Contract liabilities
|
| | | | (471) | | | | | | 4,301 | | |
Operating lease liabilities
|
| | | | (1,518) | | | | | | (1,389) | | |
Other liabilities
|
| | | | (733) | | | | | | 1,500 | | |
Net cash used in operating activities
|
| | | $ | (71,336) | | | | | $ | (26,718) | | |
Cash Flows From Investing Activities: | | | | | | | | | | | | | |
Purchase of property, plant and equipment
|
| | | | (6,530) | | | | | | (4,201) | | |
Net cash used in investing activities
|
| | | $ | (6,530) | | | | | $ | (4,201) | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from issue of equity instruments of the Company
|
| | | | 23 | | | | | | 83,775 | | |
Proceeds from exercise of a warrant
|
| | | | — | | | | | | 3,150 | | |
Repurchase of equity instruments of the Company
|
| | | | — | | | | | | (396) | | |
Repayment of borrowings
|
| | | | — | | | | | | (570) | | |
Net cash provided by financing activities
|
| | | $ | 23 | | | | | $ | 85,959 | | |
Net (decrease) increase in cash, cash equivalents and restricted cash
|
| | | | (77,843) | | | | | | 55,040 | | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | | | 128,732 | | | | | | 60,909 | | |
Effects of currency translation on cash, cash equivalents and restricted cash
|
| | | | 145 | | | | | | (249) | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 51,034 | | | | | $ | 115,700 | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | | | |
Acquisition of property, plant and equipment under accounts payable
|
| | | $ | 107 | | | | | $ | 346 | | |
Receipt of common shares as payment for option exercises
|
| | | | — | | | | | | 938 | | |
PPP loan forgiveness
|
| | | $ | — | | | | | $ | 3,065 | | |
| | |
Redeemable Convertible
Preferred Stock |
| | |
Common Stock
Outstanding |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance at January 1, 2022, as
Restated |
| | | | 29,521,810 | | | | | $ | 480,631 | | | | | | | 2,106,934 | | | | | $ | — | | | | | $ | 21,711 | | | | | $ | (379,889) | | | | | $ | 3,261 | | | | | $ | (354,917) | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,067 | | | | | | — | | | | | | — | | | | | | 2,067 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (54,974) | | | | | | — | | | | | | (54,974) | | |
Issuance of common stock upon exercise of options
|
| | | | — | | | | | | — | | | | | | | 3,412 | | | | | | — | | | | | | 23 | | | | | | — | | | | | | — | | | | | | 23 | | |
Transfer from foreign currency translation to equity security investment
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 928 | | | | | | 928 | | |
Foreign currency translation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (767) | | | | | | (767) | | |
Balance at September 30, 2022
|
| | | | 29,521,810 | | | | | $ | 480,631 | | | | | | | 2,110,346 | | | | | $ | — | | | | | $ | 23,801 | | | | | $ | (434,863) | | | | | $ | 3,422 | | | | | $ | (407,640) | | |
| | |
Redeemable Convertible
Preferred Stock |
| | |
Common Stock
Outstanding |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance at January 1, 2021, as
Restated |
| | | | 25,729,542 | | | | | $ | 394,408 | | | | | | | 1,656,415 | | | | | $ | — | | | | | $ | 18,818 | | | | | $ | (333,200) | | | | | $ | 3,166 | | | | | $ | (311,216) | | |
Issuance of Series F Preferred Stock, net of issuance cost of $0
|
| | | | 3,634,210 | | | | | | 83,073 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of warrants
|
| | | | 158,058 | | | | | | 3,150 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,790 | | | | | | — | | | | | | — | | | | | | 1,790 | | |
Repurchase of equity instruments
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (396) | | | | | | — | | | | | | — | | | | | | (396) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (30,591) | | | | | | — | | | | | | (30,591) | | |
Issuance of common stock upon exercise of options
|
| | | | — | | | | | | — | | | | | | | 448,019 | | | | | | — | | | | | | 702 | | | | | | — | | | | | | — | | | | | | 702 | | |
Foreign currency translation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (29) | | | | | | (29) | | |
Balance at September 30, 2021
|
| | | | 29,521,810 | | | | | $ | 480,631 | | | | | | | 2,104,434 | | | | | $ | — | | | | | $ | 20,914 | | | | | $ | (363,791) | | | | | $ | 3,137 | | | | | $ | (339,740) | | |
| | |
As of
|
| |||||||||
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Cash and cash equivalents
|
| | | $ | 50,370 | | | | | $ | 128,318 | | |
Restricted cash (presented within Other current assets)
|
| | | | 664 | | | | | | 414 | | |
Cash, cash equivalents and restricted cash
|
| | | $ | 51,034 | | | | | $ | 128,732 | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Customer A
|
| | | | 24% | | | | | | 16% | | |
Customer B
|
| | | | 10% | | | | | | —% | | |
Customer C
|
| | | | 10% | | | | | | 3% | | |
Customer D
|
| | | | 8% | | | | | | 34% | | |
Customer E
|
| | | | 8% | | | | | | 12% | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss for basic and diluted earnings per common share
|
| | | $ | (54,974) | | | | | $ | (30,591) | | |
Unpaid cumulative dividends on preferred stock
|
| | | | (28,925) | | | | | | (27,068) | | |
Net loss allocated to common shareholders
|
| | | $ | (83,899) | | | | | $ | (57,659) | | |
Denominator: | | | | | | | | | | | | | |
Weighted-average shares used in calculating net loss per share, basic and diluted
|
| | | | 2,108,472 | | | | | | 1,909,635 | | |
Net loss per common share, basic and diluted(1)
|
| | | $ | (39.79) | | | | | $ | (30.19) | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Redeemable convertible preferred stock (if converted)
|
| | | | 29,521,810 | | | | | | 29,521,810 | | |
Options
|
| | | | 3,790,978 | | | | | | 3,540,570 | | |
RSAs
|
| | | | 579,660 | | | | | | 579,660 | | |
Warrants
|
| | | | 225,223 | | | | | | 225,223 | | |
Total
|
| | | | 34,117,671 | | | | | | 33,867,263 | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Contract Types: | | | | | | | | | | | | | |
Joint development agreements
|
| | | $ | 4,018 | | | | | $ | 10,660 | | |
Other contract research
|
| | | | 4,100 | | | | | | 1,393 | | |
Research and development revenue
|
| | | | 8,118 | | | | | | 12,053 | | |
Licensing
|
| | | | 1,620 | | | | | | 1,518 | | |
CarbonSmart
|
| | | | 3,413 | | | | | | — | | |
Engineering and other services
|
| | | | 12,630 | | | | | | 4,756 | | |
Carbon capture and transformation revenue
|
| | | | 17,663 | | | | | | 6,274 | | |
Total Revenue
|
| | | $ | 25,781 | | | | | $ | 18,327 | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
North America
|
| | | $ | 12,361 | | | | | $ | 12,725 | | |
Europe, Middle East, Africa (EMEA)
|
| | | | 7,894 | | | | | | 5,210 | | |
Asia
|
| | | | 4,151 | | | | | | 242 | | |
Australia
|
| | | | 1,375 | | | | | | 150 | | |
Total Revenue
|
| | | $ | 25,781 | | | | | $ | 18,327 | | |
| | |
Current
Contract Assets |
| |
Current
Contract Liabilities |
| |
Non-current
Contract Liabilities |
| |||||||||
Balance as of January 1, 2022 as Restated
|
| | | $ | 11,700 | | | | | $ | 3,476 | | | | | $ | 13,901 | | |
Additions to unbilled accounts receivable
|
| | | | 19,355 | | | | | | — | | | | | | — | | |
Increases due to cash received
|
| | | | — | | | | | | 775 | | | | | | 37 | | |
Unbilled accounts receivable recognized in trade receivables
|
| | | | (16,085) | | | | | | — | | | | | | — | | |
Decrease on revaluation on currency
|
| | | | (122) | | | | | | — | | | | | | (804) | | |
Reclassification from non-current to current contract liabilities
|
| | | | — | | | | | | 2,015 | | | | | | (2,015) | | |
Reclassification to revenue as a result of performance obligations satisfied
|
| | | | — | | | | | | (3,298) | | | | | | — | | |
Balance as of September 30, 2022
|
| | | $ | 14,848 | | | | | $ | 2,968 | | | | | $ | 11,119 | | |
| | |
As of
|
| |||||||||
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Current
|
| | | $ | 2,968 | | | | | $ | 3,476 | | |
Non-current
|
| | | | 11,119 | | | | | | 13,901 | | |
Total
|
| | | $ | 14,087 | | | | | $ | 17,377 | | |
| | |
As of
|
| |||||||||
Category
|
| |
September 30,
2022 |
| |
December 31,
2021 as Restated |
| ||||||
Investments: | | | | | | | | | | | | | |
Equity Method Investment in LanzaJet
|
| | | $ | 11,047 | | | | | $ | 12,433 | | |
Equity Security Investment in SGLT
|
| | | $ | 14,990 | | | | | $ | 12,319 | | |
Total Investment
|
| | | $ | 26,037 | | | | | $ | 24,752 | | |
| | |
Fair Value Measurement as of
September 30, 2022 |
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents
|
| | | $ | 519 | | | | | | — | | | | | | — | | | | | $ | 519 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,572 | | | | | $ | 1,572 | | |
SAFE warrant
|
| | | | — | | | | | | — | | | | | | 2,022 | | | | | | 2,022 | | |
SAFE liability
|
| | | | — | | | | | | — | | | | | | 27,221 | | | | | | 27,221 | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 30,815 | | | | | $ | 30,815 | | |
| | |
Fair Value Measurement as of
December 31, 2021 |
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents
|
| | | $ | 516 | | | | | $ | — | | | | | $ | — | | | | | $ | 516 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,145 | | | | | $ | 1,145 | | |
SAFE warrant
|
| | | | — | | | | | | — | | | | | | 1,729 | | | | | $ | 1,729 | | |
SAFE liability
|
| | | | — | | | | | | — | | | | | | 28,271 | | | | | $ | 28,271 | | |
Total Liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 31,145 | | | | | $ | 31,145 | | |
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Stock price
|
| | | $ | 15.03 | | | | | $ | 13.77 | | |
Weighted average exercise price
|
| | | | 17.31 | | | | | | 17.32 | | |
Term (in years)
|
| | | | 2.3 | | | | | | 2.8 | | |
Expected volatility
|
| | | | 76.9% | | | | | | 70.6% | | |
Risk-free interest rate
|
| | | | 2.9% | | | | | | 0.8% | | |
Expected dividend yield
|
| | | | —% | | | | | | —% | | |
| | |
Near Term
|
| |
Long-Term
|
| ||||||
Key assumptions: | | | | | | | | | | | | | |
Probability weighting
|
| | | | 41% | | | | | | 59% | | |
Time to conversion (in years)
|
| | | | 0.3 | | | | | | 1.0 | | |
Liquidity price
|
| | | | 100% | | | | | | 90% | | |
Discount rate
|
| | | | 26.0% | | | | | | 26.0% | | |
| | |
Near Term
|
| |
Long-Term
|
| ||||||
Key assumptions: | | | | | | | | | | | | | |
Probability weighting
|
| | | | 41% | | | | | | 59% | | |
Remaining life (in years)
|
| | | | 5.0 | | | | | | 5.0 | | |
Volatility
|
| | | | 75% | | | | | | 75% | | |
Interest rate
|
| | | | 4.06% | | | | | | 4.06% | | |
Time to conversion (in years)
|
| | | | 0.3 | | | | | | 1.0 | | |
Risk-free interest rate
|
| | | | 3.33% | | | | | | 4.05% | | |
Dividend yield
|
| | | | —% | | | | | | —% | | |
| | |
Warrants
|
| |
SAFE liability
|
| |
SAFE warrant
|
| |||||||||
Balance as of January 1, 2022
|
| | | $ | 1,145 | | | | | $ | 28,271 | | | | | $ | 1,729 | | |
Loss / (gain) recognized in condensed statement of operations and comprehensive loss
|
| | | | 427 | | | | | | (1,050) | | | | | | 293 | | |
Balance as of September 30, 2022
|
| | | $ | 1,572 | | | | | $ | 27,221 | | | | | $ | 2,022 | | |
| | |
Warrants
|
| |
SAFE liability
|
| |
SAFE warrant
|
| |||||||||
Balance as of January 1, 2021
|
| | | $ | 582 | | | | | $ | — | | | | | $ | — | | |
Issuance of SAFE liability and warrant
|
| | | | — | | | | | | — | | | | | | — | | |
Loss recognized in condensed statement of operations and comprehensive loss
|
| | | | 699 | | | | | | — | | | | | | — | | |
Balance as of September 30, 2021
|
| | | $ | 1,281 | | | | | $ | — | | | | | $ | — | | |
| | |
Shares under
option (thousands) |
| |
Weighted
average exercise price |
| |
Weighted
average remaining contractual term (years) |
| |
Aggregate
intrinsic value (thousands) |
| ||||||||||||
Outstanding at January 1, 2022
|
| | | | 3,848 | | | | | $ | 6.55 | | | | | | 6.16 | | | | | $ | 27,796 | | |
Vested and expecting to vest at January 1, 2022
|
| | | | 3,848 | | | | | | 6.55 | | | | | | 6.16 | | | | | | 27,796 | | |
Exercisable at January 1, 2022
|
| | | | 2,479 | | | | | $ | 6.31 | | | | | | 4.85 | | | | | $ | 18,499 | | |
Exercised
|
| | | | (3) | | | | | | 6.75 | | | | | | — | | | | | | — | | |
Cancelled/forfeited
|
| | | | (38) | | | | | | 9.55 | | | | | | — | | | | | | 188 | | |
Expired
|
| | | | (1) | | | | | | 6.61 | | | | | | — | | | | | | 4 | | |
Outstanding at September 30, 2022
|
| | | | 3,806 | | | | | $ | 6.52 | | | | | | 5.39 | | | | | $ | 42,032 | | |
Vested and expecting to vest at September 30, 2022
|
| | | | 3,806 | | | | | | 6.52 | | | | | | 5.39 | | | | | | 42,032 | | |
Exercisable at September 30, 2022
|
| | | | 2,918 | | | | | $ | 6.30 | | | | | | 4.56 | | | | | $ | 32,874 | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Revenues
|
| | | $ | 2,116 | | | | | $ | 2,348 | | |
| | |
As of
|
| |||||||||
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Accounts receivable
|
| | | $ | 1,509 | | | | | $ | 1,071 | | |
Contract assets
|
| | | | 73 | | | | | | 60 | | |
Purchases and open accounts payable
|
| | | | 1,863 | | | | | | 2,575 | | |
| | |
Shares
Authorized |
| |
Shares
Issued and Outstanding |
| |
Issue
Price |
| |
Carrying
Amount |
| |||||||||
Series A
|
| | | | 4,666,503 | | | | | | 4,666,503 | | | |
$1.75 – 3.94
|
| | | $ | 12,230 | | |
Series B
|
| | | | 1,733,370 | | | | | | 1,733,370 | | | |
10.38
|
| | | | 18,000 | | |
Series C
|
| | | | 4,254,733 | | | | | | 4,142,408 | | | |
14.69
|
| | | | 60,850 | | |
Series D
|
| | | | 10,274,260 | | | | | | 10,161,362 | | | |
19.93
|
| | | | 188,402 | | |
Series E
|
| | | | 5,183,957 | | | | | | 5,183,957 | | | |
22.86
|
| | | | 118,076 | | |
Series F
|
| | | | 3,634,210 | | | | | | 3,634,210 | | | |
22.86
|
| | | | 83,073 | | |
| | | | | 29,747,033 | | | | | | 29,521,810 | | | | | | | | $ | 480,631 | | |
| | |
Nine months ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Lease income from operating leases
|
| | | $ | 25 | | | | | $ | 18 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 128,318 | | | | | $ | 60,495 | | |
Trade and other receivables, net of allowance
|
| | | | 2,878 | | | | | | 5,521 | | |
Contract assets
|
| | | | 11,700 | | | | | | 6,186 | | |
Other current assets
|
| | | | 5,779 | | | | | | 4,387 | | |
Total current assets
|
| | | | 148,675 | | | | | | 76,589 | | |
Property, plant and equipment, net
|
| | | | 14,148 | | | | | | 11,609 | | |
Right of use assets
|
| | | | 4,686 | | | | | | 6,365 | | |
Equity method investments
|
| | | | 24,752 | | | | | | 23,217 | | |
Other non-current assets
|
| | | | 750 | | | | | | 1,200 | | |
Total assets
|
| | | $ | 193,011 | | | | | $ | 118,980 | | |
Liabilities, Contingently Redeemable Preferred Stock, and Shareholders’ Deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 2,444 | | | | | $ | 1,147 | | |
Other accrued liabilities
|
| | | | 7,059 | | | | | | 2,897 | | |
SAFE liability
|
| | | | 28,271 | | | | | | — | | |
SAFE warrant
|
| | | | 1,729 | | | | | | — | | |
Contract liabilities
|
| | | | 3,476 | | | | | | 5,480 | | |
Accrued salaries and wages
|
| | | | 4,261 | | | | | | 3,492 | | |
Current lease liabilities
|
| | | | 2,050 | | | | | | 1,618 | | |
Current portion of long-term debt
|
| | | | — | | | | | | 570 | | |
Total current liabilities
|
| | | | 49,290 | | | | | | 15,204 | | |
Non-current lease liabilities
|
| | | | 3,283 | | | | | | 5,334 | | |
Non-current contract liabilities
|
| | | | 13,901 | | | | | | 11,291 | | |
Long-term debt
|
| | | | — | | | | | | 3,065 | | |
Other long-term liabilities
|
| | | | 823 | | | | | | 894 | | |
Total liabilities
|
| | | | 67,297 | | | | | | 35,788 | | |
Commitments and Contingencies (see note 18) | | | | | | | | | | | | | |
Contingently Redeemable Preferred Stock | | | | | | | | | | | | | |
Redeemable convertible preferred stock, $0.0001 par value; 29,747,033 and 26,112,823 shares authorized, 29,521,810 and 25,729,542 shares issued and outstanding as of December 31, 2021 and 2020, respectively
|
| | | | 480,631 | | | | | | 394,408 | | |
Shareholders’ Deficit | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 36,326,815 shares authorized, 2,106,934 and 1,656,415 shares issued and outstanding as December 31, 2021 and 2020, respectively
|
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 21,711 | | | | | | 18,818 | | |
Accumulated other comprehensive income
|
| | | | 3,261 | | | | | | 3,166 | | |
Accumulated deficit
|
| | | | (379,889) | | | | | | (333,200) | | |
Total shareholders’ deficit
|
| | | $ | (354,917) | | | | | $ | (311,216) | | |
Total liabilities, contingently redeemable preferred stock, and shareholders’ deficit
|
| | | $ | 193,011 | | | | | $ | 118,980 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Revenue: | | | | | | | | | | | | | |
Revenue from contracts with customers
|
| | | $ | 18,871 | | | | | $ | 12,987 | | |
Revenue from collaborative arrangements
|
| | | | 3,337 | | | | | | 1,163 | | |
Revenue from related party transactions
|
| | | | 3,253 | | | | | | 4,203 | | |
Total revenue
|
| | | | 25,461 | | | | | | 18,353 | | |
Cost and operating expenses: | | | | | | | | | | | | | |
Cost of revenue from contracts with customers (exclusive of depreciation shown
below) |
| | | | (13,167) | | | | | | (8,185) | | |
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)
|
| | | | (1,254) | | | | | | (743) | | |
Cost of revenue from related party transactions (exclusive of depreciation shown below)
|
| | | | (808) | | | | | | (2,664) | | |
Research and development expense
|
| | | | (44,229) | | | | | | (34,454) | | |
Depreciation expense
|
| | | | (3,806) | | | | | | (2,979) | | |
Selling, general and administrative expense
|
| | | | (13,216) | | | | | | (9,029) | | |
Total cost and operating expenses
|
| | | | (76,480) | | | | | | (58,054) | | |
Loss from operations
|
| | | | (51,019) | | | | | | (39,701) | | |
Other income (expense): | | | | | | | | | | | | | |
Interest expense, net
|
| | | | (7) | | | | | | (351) | | |
Gain on extinguishment of debt
|
| | | | 3,065 | | | | | | — | | |
Other (expense) income, net
|
| | | | (673) | | | | | | 172 | | |
Total other income (expense), net
|
| | | | 2,385 | | | | | | (179) | | |
Loss before income taxes
|
| | | | (48,634) | | | | | | (39,880) | | |
Income tax benefit
|
| | | | — | | | | | | — | | |
Gain from equity method investees, net
|
| | | | 1,945 | | | | | | 2,167 | | |
Net loss
|
| | | $ | (46,689) | | | | | $ | (37,713) | | |
Unpaid cumulative dividends on preferred stock
|
| | | | (36,758) | | | | | | (31,291) | | |
Net loss allocated to common shareholders
|
| | | $ | (83,447) | | | | | $ | (69,004) | | |
Other comprehensive loss: | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | 95 | | | | | | 625 | | |
Comprehensive loss
|
| | | $ | (46,594) | | | | | $ | (37,088) | | |
Net loss per common share – basic and diluted
|
| | | $ | (42.59) | | | | | $ | (42.34) | | |
Weighted-average number of common shares outstanding – basic and diluted
|
| | | | 1,959,165 | | | | | | 1,629,821 | | |
| | |
Redeemable
Convertible Preferred Stock |
| | |
Common Stock
Outstanding |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income |
| |
Total
Shareholders’ Equity (Deficit) |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance at January 1, 2020
|
| | | | 23,695,330 | | | | | $ | 347,938 | | | | | | | 1,622,886 | | | | | $ | — | | | | | $ | 16,354 | | | | | $ | (295,487) | | | | | $ | 2,541 | | | | | $ | (276,592) | | |
Issuance of Series E Preferred Stock,
net of issuance cost of $30 |
| | | | 2,034,212 | | | | | | 46,470 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,392 | | | | | | — | | | | | | — | | | | | | 2,392 | | |
Net loss, as restated
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (37,713) | | | | | | — | | | | | | (37,713) | | |
Issuance of common stock upon exercise of options
|
| | | | — | | | | | | — | | | | | | | 33,529 | | | | | | — | | | | | | 72 | | | | | | — | | | | | | — | | | | | | 72 | | |
Foreign currency translation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 625 | | | | | | 625 | | |
Balance at December 31, 2020 as Restated
|
| | | | 25,729,542 | | | | | $ | 394,408 | | | | | | | 1,656,415 | | | | | $ | — | | | | | $ | 18,818 | | | | | $ | (333,200) | | | | | $ | 3,166 | | | | | $ | (311,216) | | |
Issuance of Series F Preferred Stock,
net of issuance cost of $0 |
| | | | 3,634,210 | | | | | | 83,073 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of a warrant, Series D Preferred Stock
|
| | | | 158,058 | | | | | | 3,150 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,531 | | | | | | — | | | | | | — | | | | | | 2,531 | | |
Repurchase of equity instruments
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (396) | | | | | | — | | | | | | — | | | | | | (396) | | |
Net loss, as restated
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (46,689) | | | | | | — | | | | | | (46,689) | | |
Issuance of common stock upon exercise of options
|
| | | | — | | | | | | — | | | | | | | 450,519 | | | | | | — | | | | | | 758 | | | | | | — | | | | | | — | | | | | | 758 | | |
Foreign currency translation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 95 | | | | | | 95 | | |
Balance at December 31, 2021 as Restated
|
| | | | 29,521,810 | | | | | $ | 480,631 | | | | | | | 2,106,934 | | | | | $ | — | | | | | $ | 21,711 | | | | | $ | (379,889) | | | | | $ | 3,261 | | | | | $ | (354,917) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (46,689) | | | | | $ | (37,713) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Stock-based compensation expense
|
| | | | 2,531 | | | | | | 2,392 | | |
Loss/(gain) on change in fair value of warrant liabilities
|
| | | | 563 | | | | | | (105) | | |
Bad debt expense and recoveries
|
| | | | (27) | | | | | | 877 | | |
Depreciation of property, plant and equipment
|
| | | | 3,806 | | | | | | 2,979 | | |
Non-cash lease expense
|
| | | | 1,679 | | | | | | 1,565 | | |
Non-cash recognition of licensing revenue
|
| | | | (2,022) | | | | | | (1,018) | | |
PPP loan forgiveness
|
| | | | (3,065) | | | | | | — | | |
Gain from equity method investees, net
|
| | | | (1,945) | | | | | | (2,167) | | |
Net foreign exchange gain
|
| | | | 55 | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accounts receivable, net
|
| | | | 2,670 | | | | | | (4,470) | | |
Contract assets
|
| | | | (5,514) | | | | | | (5,605) | | |
Other assets
|
| | | | (941) | | | | | | (364) | | |
Accounts payable and accrued salaries and wages
|
| | | | 1,256 | | | | | | 690 | | |
Contract liabilities
|
| | | | 5,762 | | | | | | 3,167 | | |
Operating lease liabilities
|
| | | | (1,618) | | | | | | (1,204) | | |
Other liabilities
|
| | | | 908 | | | | | | 1,705 | | |
Net cash used in operating activities
|
| | | $ | (42,591) | | | | | $ | (39,271) | | |
Cash Flows From Investing Activities: | | | | | | | | | | | | | |
Purchase of property, plant and equipment
|
| | | | (5,752) | | | | | | (7,110) | | |
Proceeds from disposal of property, plant and equipment
|
| | | | 5 | | | | | | 4 | | |
Proceeds from disposal of investment property
|
| | | | — | | | | | | 513 | | |
Net cash used in investing activities
|
| | | $ | (5,747) | | | | | $ | (6,593) | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from issue of equity instruments of the Company
|
| | | | 83,831 | | | | | | 46,572 | | |
Proceeds from exercise of a warrant
|
| | | | 3,150 | | | | | | — | | |
Proceeds from issue of SAFE and warrant instruments
|
| | | | 30,000 | | | | | | — | | |
Payment for share issue costs
|
| | | | — | | | | | | (30) | | |
Proceeds from borrowings
|
| | | | — | | | | | | 3,065 | | |
Repurchase of equity instruments of the Company
|
| | | | (396) | | | | | | — | | |
Repayment of borrowings
|
| | | | (570) | | | | | | (4,880) | | |
Net cash provided by financing activities
|
| | | $ | 116,015 | | | | | $ | 44,727 | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | 67,677 | | | | | | (1,137) | | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | | | 60,909 | | | | | | 62,117 | | |
Effects of currency translation on cash, cash equivalents and restricted cash
|
| | | | 146 | | | | | | (71) | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 128,732 | | | | | $ | 60,909 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 13 | | | | | $ | 356 | | |
Cash paid for income taxes
|
| | | $ | — | | | | | $ | — | | |
Supplemental disclosure of non-cash investing activities: | | | | | | | | | | | | | |
Acquisition of equity method investment in LanzaJet through contribution of license
|
| | | $ | — | | | | | $ | 15,000 | | |
Acquisition of property, plant and equipment under accounts payable
|
| | | $ | 708 | | | | | $ | 20 | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | |
PPP loan forgiveness
|
| | | $ | 3,065 | | | | | $ | — | | |
Receipt of common shares as payment for option exercises
|
| | | $ | 938 | | | | | $ | — | | |
| | |
Year Ended December 31, 2021
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
as Restated
|
| |||||||||
Consolidated Balance Sheet | | | | | | | | | | | | | | | | | | | |
Equity method investments
|
| | | | 26,479 | | | | | | (1,727) | | | | | | 24,752 | | |
Total assets
|
| | | $ | 194,738 | | | | | $ | (1,727) | | | | | $ | 193,011 | | |
Accumulated deficit
|
| | | | (378,162) | | | | | | (1,727) | | | | | | (379,889) | | |
Total shareholders’ deficit
|
| | | $ | (353,190) | | | | | $ | (1,727) | | | | | $ | (354,917) | | |
Total liabilities, contingently redeemable preferred equity, and shareholders’ deficit
|
| | | $ | 194,738 | | | | | $ | (1,727) | | | | | $ | 193,011 | | |
| | |
Year Ended December 31, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
as Restated
|
| |||||||||
Consolidated Balance Sheet | | | | | | | | | | | | | | | | | | | |
Contract assets
|
| | | | 6,064 | | | | | | 122 | | | | | | 6,186 | | |
Total current assets
|
| | | | 76,467 | | | | | | 122 | | | | | | 76,589 | | |
Equity method investments
|
| | | | 24,023 | | | | | | (806) | | | | | | 23,217 | | |
Total assets
|
| | | $ | 119,664 | | | | | $ | (684) | | | | | $ | 118,980 | | |
Other accrued liabilities
|
| | | | 2,775 | | | | | | 122 | | | | | | 2,897 | | |
Total current liabilities
|
| | | $ | 15,082 | | | | | $ | 122 | | | | | $ | 15,204 | | |
Total liabilities
|
| | | $ | 35,666 | | | | | $ | 122 | | | | | $ | 35,788 | | |
Accumulated deficit
|
| | | | (332,394) | | | | | | (806) | | | | | | (333,200) | | |
Total shareholders’ deficit
|
| | | $ | (310,410) | | | | | $ | (806) | | | | | $ | (311,216) | | |
Total liabilities, contingently redeemable preferred equity, and shareholders’ deficit
|
| | | $ | 119,664 | | | | | $ | (684) | | | | | $ | 118,980 | | |
| | |
Year Ended December 31, 2021
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
as Restated
|
| |||||||||
Consolidated Statement of Operations and Comprehensive Loss | | | | | | | | | | | | | | | | | | | |
Revenue from contracts with customers
|
| | | | 18,993 | | | | | | (122) | | | | | | 18,871 | | |
Revenue from related party transactions
|
| | | | 3,915 | | | | | | (662) | | | | | | 3,253 | | |
Total revenue
|
| | | $ | 26,245 | | | | | $ | (784) | | | | | $ | 25,461 | | |
Cost of revenue from contracts with customers (exclusive of depreciation shown below)
|
| | | | (13,289) | | | | | | 122 | | | | | | (13,167) | | |
Total cost and operating expenses
|
| | | $ | (76,602) | | | | | $ | 122 | | | | | $ | (76,480) | | |
Loss from operations
|
| | | $ | (50,357) | | | | | $ | (662) | | | | | $ | (51,019) | | |
Loss before income taxes
|
| | | $ | (47,972) | | | | | $ | (662) | | | | | $ | (48,634) | | |
Gain from equity method investees, net
|
| | | | 2,204 | | | | | | (259) | | | | | | 1,945 | | |
Net loss
|
| | | $ | (45,768) | | | | | $ | (921) | | | | | $ | (46,689) | | |
Net loss allocated to common shareholders
|
| | | $ | (82,526) | | | | | $ | (921) | | | | | $ | (83,447) | | |
Comprehensive loss
|
| | | $ | (45,673) | | | | | $ | (921) | | | | | $ | (46,594) | | |
Net loss per share – basic and diluted
|
| | | $ | (42.12) | | | | | $ | (0.47) | | | | | $ | (42.59) | | |
| | |
Year Ended December 31, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
as Restated
|
| |||||||||
Consolidated Statement of Operations and Comprehensive Loss | | | | | | | | | | | | | | | | | | | |
Revenue from contracts with customers
|
| | | | 12,865 | | | | | | 122 | | | | | | 12,987 | | |
Revenue from related party transactions
|
| | | | 4,752 | | | | | | (549) | | | | | | 4,203 | | |
Total revenue
|
| | | $ | 18,780 | | | | | $ | (427) | | | | | $ | 18,353 | | |
Cost of revenue from contracts with customers (exclusive of depreciation shown below)
|
| | | | (8,063) | | | | | | (122) | | | | | | (8,185) | | |
Total cost and operating expenses
|
| | | $ | (57,932) | | | | | $ | (122) | | | | | $ | (58,054) | | |
Loss from operations
|
| | | $ | (39,152) | | | | | $ | (549) | | | | | $ | (39,701) | | |
Loss before income taxes
|
| | | $ | (39,331) | | | | | $ | (549) | | | | | $ | (39,880) | | |
Gain from equity method investees, net
|
| | | | 2,424 | | | | | | (257) | | | | | | 2,167 | | |
Net loss
|
| | | $ | (36,907) | | | | | $ | (806) | | | | | $ | (37,713) | | |
Net loss allocated to common shareholders
|
| | | $ | (68,198) | | | | | $ | (806) | | | | | $ | (69,004) | | |
Comprehensive loss
|
| | | $ | (36,282) | | | | | $ | (806) | | | | | $ | (37,088) | | |
Net loss per share – basic and diluted
|
| | | $ | (41.84) | | | | | $ | (0.50) | | | | | $ | (42.34) | | |
| | |
Year Ended December 31, 2021
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
as Restated
|
| |||||||||
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | |
Accumulated deficit – Balance at December 31, 2020
|
| | | $ | (332,394) | | | | | $ | (806) | | | | | $ | (333,200) | | |
Total shareholders’ deficit – balance at December 31, 2020
|
| | | $ | (310,410) | | | | | $ | (806) | | | | | $ | (311,216) | | |
Net loss
|
| | | | (45,768) | | | | | | (921) | | | | | | (46,689) | | |
Accumulated deficit – balance at December 31, 2021
|
| | | | (378,162) | | | | | | (1,727) | | | | | | (379,889) | | |
Total shareholders’ deficit – balance at December 31, 2021
|
| | | $ | (353,190) | | | | | $ | (1,727) | | | | | $ | (354,917) | | |
| | |
Year ended December 31, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
as Restated
|
| |||||||||
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | |
Accumulated deficit – Balance at December 31, 2019
|
| | | $ | (295,487) | | | | | $ | — | | | | | $ | (295,487) | | |
Total shareholders’ deficit – balance at December 31, 2019
|
| | | $ | (276,592) | | | | | $ | — | | | | | $ | (276,592) | | |
Net loss
|
| | | | (36,907) | | | | | | (806) | | | | | | (37,713) | | |
Accumulated deficit – balance at December 31, 2020
|
| | | | (332,394) | | | | | | (806) | | | | | | (333,200) | | |
Total shareholders’ deficit – balance at December 31, 2020
|
| | | $ | (310,410) | | | | | $ | (806) | | | | | $ | (311,216) | | |
| | |
Year Ended December 31, 2021
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
as Restated
|
| |||||||||
Consolidated Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (45,768) | | | | | $ | (921) | | | | | $ | (46,689) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | | | | | | | |
Non-cash recognition of licensing revenue
|
| | | | (2,684) | | | | | | 662 | | | | | $ | (2,022) | | |
Gain from equity method investees, net
|
| | | | (2,204) | | | | | | 259 | | | | | $ | (1,945) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | |
Contract assets
|
| | | | (5,636) | | | | | | 122 | | | | | | (5,514) | | |
Accounts payable and accrued salaries and wages
|
| | | | 1,378 | | | | | | (122) | | | | | | 1,256 | | |
Net cash used in operating activities
|
| | | $ | (42,591) | | | | | $ | — | | | | | $ | (42,591) | | |
| | |
Year Ended December 31, 2020
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
as Restated
|
| |||||||||
Consolidated Statement of Cash Flows | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (36,907) | | | | | $ | (806) | | | | | $ | (37,713) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | | | | | | | |
Non-cash recognition of licensing revenue
|
| | | | (1,567) | | | | | | 549 | | | | | $ | (1,018) | | |
Gain from equity method investees, net
|
| | | | (2,424) | | | | | | 257 | | | | | $ | (2,167) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | |
Contract assets
|
| | | | (5,483) | | | | | | (122) | | | | | | (5,605) | | |
Accounts payable and accrued salaries and wages
|
| | | | 568 | | | | | | 122 | | | | | | 690 | | |
Net cash used in operating activities
|
| | | $ | (39,271) | | | | | $ | — | | | | | $ | (39,271) | | |
| | |
Year Ended December 31, 2021
|
| |||||||||
| | |
As Previously
Reported |
| |
as Restated
|
| ||||||
Gain on dilution
|
| | | $ | 181 | | | | | $ | 503 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cash and cash equivalents
|
| | | $ | 128,318 | | | | | $ | 60,495 | | |
Restricted cash (presented within Other current assets)
|
| | | | 414 | | | | | | 414 | | |
Cash, cash equivalents and restricted cash
|
| | | $ | 128,732 | | | | | $ | 60,909 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Customer A
|
| | | | 27% | | | | | | 28% | | |
Customer B
|
| | | | 15% | | | | | | 27% | | |
Customer C
|
| | | | 12% | | | | | | 22% | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss for basic and diluted earnings per common share
|
| | | $ | (46,689) | | | | | $ | (37,713) | | |
Unpaid cumulative dividends on preferred stock
|
| | | | (36,758) | | | | | | (31,291) | | |
Net loss allocated to common shareholders
|
| | | $ | (83,447) | | | | | $ | (69,004) | | |
Denominator: | | | | | | | | | | | | | |
Weighted-average shares used in calculating net loss per share, basic
and diluted |
| | | | 1,959,165 | | | | | | 1,629,821 | | |
Net loss per common share, basic and diluted(1)
|
| | | $ | (42.59) | | | | | $ | (42.34) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Redeemable convertible preferred stock (if converted)
|
| | | | 29,521,810 | | | | | | 25,729,542 | | |
Options
|
| | | | 3,848,420 | | | | | | 4,283,200 | | |
RSAs
|
| | | | 579,660 | | | | | | 324,680 | | |
Warrants
|
| | | | 225,223 | | | | | | 383,281 | | |
Total
|
| | | | 34,175,113 | | | | | | 30,720,703 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Contract Types: | | | | | | | | | | | | | |
Joint development agreements
|
| | | $ | 11,700 | | | | | $ | 6,928 | | |
Other contract research
|
| | | | 2,197 | | | | | | 1,982 | | |
Research and development revenue
|
| | | | 13,897 | | | | | | 8,910 | | |
Licensing
|
| | | | 2,025 | | | | | | 1,018 | | |
Engineering and other services
|
| | | | 9,539 | | | | | | 8,425 | | |
Carbon capture and transformation revenue
|
| | | | 11,564 | | | | | | 9,443 | | |
Total Revenue
|
| | | $ | 25,461 | | | | | $ | 18,353 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
North America
|
| | | $ | 15,825 | | | | | $ | 15,732 | | |
Europe
|
| | | | 7,522 | | | | | | 2,117 | | |
Asia
|
| | | | 1,477 | | | | | | 504 | | |
Australia
|
| | | | 637 | | | | | | — | | |
Total Revenue
|
| | | $ | 25,461 | | | | | $ | 18,353 | | |
| | |
Current
Contract Assets |
| |
Current
Contract Liabilities |
| |
Non-current
Contract Liabilities |
| |||||||||
Balance as of December 31, 2020 as Restated
|
| | | $ | 6,186 | | | | | $ | 5,480 | | | | | $ | 11,291 | | |
Additions to unbilled accounts receivable as Restated
|
| | | | 8,516 | | | | | | — | | | | | | — | | |
Increases due to cash received
|
| | | | — | | | | | | 20 | | | | | | 5,690 | | |
Unbilled accounts receivable recognized in trade receivables as Restated
|
| | | | (3,002) | | | | | | — | | | | | | — | | |
Reclassification from long-term to short-term
|
| | | | — | | | | | | 3,080 | | | | | | (3,080) | | |
Reclassification to revenue as a result of performance obligations
satisfied |
| | | | — | | | | | | (5,104) | | | | | | — | | |
Balance as of December 31, 2021
|
| | | $ | 11,700 | | | | | $ | 3,476 | | | | | $ | 13,901 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Current
|
| | | $ | 3,476 | | | | | $ | 5,480 | | |
Non-current
|
| | | | 13,901 | | | | | | 11,291 | | |
Total
|
| | | $ | 17,377 | | | | | $ | 16,771 | | |
| | | | | |
Year Ended December 31,
|
| |||||||||
Category
|
| |
Balance Sheet Location
|
| |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Equity method investments: | | | | | | | | | | | | | | | | |
Investment in LanzaJet
|
| |
Equity method investments
|
| | | $ | 12,433 | | | | | $ | 13,651 | | |
Investment in SGLT
|
| |
Equity method investments
|
| | | | 12,319 | | | | | | 9,566 | | |
Total Investment
|
| | | | | | $ | 24,752 | | | | | $ | 23,217 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Selected Statement of Operations Information: | | | | | | | | | | | | | |
Revenues
|
| | | $ | 40,244 | | | | | $ | 26,120 | | |
Gross profit
|
| | | | (5,703) | | | | | | (5,510) | | |
Net loss
|
| | | | (9,695) | | | | | | (9,729) | | |
Net loss attributable to the Company
|
| | | | (1,606) | | | | | | (1,644) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Selected Balance Sheet Information: | | | | | | | | | | | | | |
Current assets
|
| | | $ | 56,204 | | | | | $ | 55,188 | | |
Non-current assets
|
| | | | 270,454 | | | | | | 133,794 | | |
Current liabilities
|
| | | | 64,499 | | | | | | 33,540 | | |
Non-current liabilities
|
| | | | 58,802 | | | | | | 21,674 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Sales
|
| | | $ | 3,253 | | | | | $ | 4,203 | | |
Accounts receivable
|
| | | | 1,071 | | | | | | 3,257 | | |
Purchases and open accounts payable
|
| | | | 2,575 | | | | | | — | | |
| | |
Fair Value Measurement as of
December 31, 2021 |
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents
|
| | | $ | 516 | | | | | $ | — | | | | | $ | — | | | | | $ | 516 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,145 | | | | | $ | 1,145 | | |
SAFE warrant
|
| | | | — | | | | | | — | | | | | | 1,729 | | | | | | 1,729 | | |
SAFE liability
|
| | | | — | | | | | | — | | | | | | 28,271 | | | | | | 28,271 | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 31,145 | | | | | $ | 31,145 | | |
| | |
Fair Value Measurement as of
December 31, 2020 |
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash equivalents
|
| | | $ | 516 | | | | | $ | — | | | | | $ | — | | | | | $ | 516 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 582 | | | | | $ | 582 | | |
| | |
2021
|
| |
2020
|
| ||||||
Stock price
|
| | | $ | 13.77 | | | | | $ | 4.68 | | |
Weighted average exercise price
|
| | | | 17.32 | | | | | | 18.39 | | |
Term (in years)
|
| | | | 2.8 | | | | | | 2.8 | | |
Expected volatility
|
| | | | 70.6% | | | | | | 88.9% | | |
Risk-free interest rate
|
| | | | 0.8% | | | | | | 0.4% | | |
Expected dividend yield
|
| | | | —% | | | | | | —% | | |
| | |
Near Term
|
| |
Long-Term
|
| ||||||
Key assumptions: | | | | | | | | | | | | | |
Probability weighting
|
| | | | 25% | | | | | | 75% | | |
Time to conversion (in years)
|
| | | | 0.5 | | | | | | 1.0 | | |
Liquidity price
|
| | | | 100% | | | | | | 90% | | |
Discount rate
|
| | | | 17.1% | | | | | | 17.1% | | |
| | |
Near Term
|
| |
Long-Term
|
| ||||||
Key assumptions: | | | | | | | | | | | | | |
Probability weighting
|
| | | | 25% | | | | | | 75% | | |
Remaining life (in years)
|
| | | | 5.0 | | | | | | 5.0 | | |
Volatility
|
| | | | 60% | | | | | | 60% | | |
Interest rate
|
| | | | 1.26% | | | | | | 1.26% | | |
Time to conversion (in years)
|
| | | | 0.5 | | | | | | 1.0 | | |
Risk-free interest rate
|
| | | | 0.19% | | | | | | 0.39% | | |
Dividend yield
|
| | | | —% | | | | | | —% | | |
| | |
Warrants
|
| |
SAFE liability
|
| |
SAFE warrant
|
| |||||||||
Balance as of January 1, 2020
|
| | | $ | 687 | | | | | $ | — | | | | | $ | — | | |
Gain recognized in statement of operations and comprehensive loss
|
| | | | (105) | | | | | | — | | | | | | — | | |
Balance as of December 31, 2020
|
| | | $ | 582 | | | | | $ | — | | | | | $ | — | | |
Issuance of SAFE liability and warrant
|
| | | | — | | | | | | 28,271 | | | | | | 1,729 | | |
Loss recognized in statement of operations and comprehensive loss
|
| | | | 563 | | | | | | — | | | | | | — | | |
Balance as of December 31, 2021
|
| | | $ | 1,145 | | | | | $ | 28,271 | | | | | $ | 1,729 | | |
| | |
2021
|
| |
2020
|
| ||||||
Materials and supplies
|
| | | $ | 2,900 | | | | | $ | 1,952 | | |
Prepaid assets
|
| | | | 1,503 | | | | | | 1,419 | | |
Other
|
| | | | 1,376 | | | | | | 1,016 | | |
| | | | $ | 5,779 | | | | | $ | 4,387 | | |
| | |
2021
|
| |
2020
|
| ||||||
Land
|
| | | $ | 64 | | | | | $ | 64 | | |
Leasehold improvements
|
| | | | 4,113 | | | | | | 4,187 | | |
Instruments and equipment
|
| | | | 26,627 | | | | | | 21,735 | | |
Vehicles
|
| | | | 71 | | | | | | 58 | | |
Office Equipment and furniture
|
| | | | 1,590 | | | | | | 1,347 | | |
Other
|
| | | | 728 | | | | | | 544 | | |
Construction in progress
|
| | | | 3,328 | | | | | | 2,363 | | |
| | | | $ | 36,521 | | | | | $ | 30,298 | | |
Less accumulated depreciation
|
| | | $ | 22,373 | | | | | $ | 18,689 | | |
Total property, plant and equipment, net
|
| | | $ | 14,148 | | | | | $ | 11,609 | | |
| | |
2021
|
| |
2020
|
| ||||||
2016 WTI Loan
|
| | | $ | — | | | | | $ | 570 | | |
PPP Loan
|
| | | | — | | | | | | 3,065 | | |
Total debt, net
|
| | | | — | | | | | | 3,635 | | |
Less amount due within one year
|
| | | | — | | | | | | 570 | | |
Debt due after one year, net
|
| | | $ | — | | | | | $ | 3,065 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
United States
|
| | | $ | (39,860) | | | | | $ | 106 | | |
New Zealand
|
| | | | (7,551) | | | | | | (40,651) | | |
Foreign
|
| | | | 722 | | | | | | 2,832 | | |
Total
|
| | | $ | (46,689) | | | | | $ | (37,713) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Current: | | | | | | | | | | | | | |
United States
|
| | | $ | — | | | | | $ | — | | |
New Zealand
|
| | | | — | | | | | | — | | |
Foreign
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | — | | | | | $ | — | | |
Deferred: | | | | | | | | | | | | | |
United States
|
| | | | — | | | | | | — | | |
New Zealand
|
| | | | — | | | | | | — | | |
Foreign
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | — | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||||||||||||||
Income tax (benefit) at the statutory federal income tax rate
|
| | | $ | (9,805) | | | | | | 21.0% | | | | | $ | (10,560) | | | | | | 28.0% | | |
Foreign tax rate differential
|
| | | | (605) | | | | | | 1.3% | | | | | | 1,180 | | | | | | (3.2)% | | |
State and local taxes
|
| | | | (4,068) | | | | | | 8.7% | | | | | | (2,429) | | | | | | 6.4% | | |
Effects of impairment
|
| | | | — | | | | | | —% | | | | | | 10,281 | | | | | | (27.9)% | | |
Foreign exchange differences
|
| | | | (143) | | | | | | 0.3% | | | | | | (5,892) | | | | | | 16.0% | | |
Stock-based compensation
|
| | | | 501 | | | | | | (1.1)% | | | | | | 670 | | | | | | (1.8)% | | |
Interest income on receivable
|
| | | | 882 | | | | | | (1.9)% | | | | | | 2,120 | | | | | | (5.7)% | | |
Equity method investment
|
| | | | (443) | | | | | | 0.9% | | | | | | (679) | | | | | | 1.8% | | |
Non-deductible legal costs
|
| | | | 1,291 | | | | | | (2.8)% | | | | | | — | | | | | | —% | | |
Gain from redomiciliation of intellectual property
|
| | | | 4,890 | | | | | | (10.5)% | | | | | | — | | | | | | —% | | |
Valuation allowance
|
| | | | 7,958 | | | | | | (17.0)% | | | | | | 5,505 | | | | | | (14.1)% | | |
PPP loan forgiveness
|
| | | | (644) | | | | | | 1.4% | | | | | $ | — | | | | | | —% | | |
Other
|
| | | | 186 | | | | | | (0.3)% | | | | | | (196) | | | | | | 0.5% | | |
Total income tax benefit
|
| | | $ | — | | | | | | —% | | | | | $ | — | | | | | | —% | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
as Restated |
| |
2020
as Restated |
| ||||||
Deferred tax assets: | | | | | | | | | |||||
Net operating loss and credit carryforwards
|
| | | $ | 107,979 | | | | | $ | 104,301 | | |
Operating lease liability
|
| | | | 1,878 | | | | | | 2,394 | | |
Accrued bonus
|
| | | | 981 | | | | | | 850 | | |
Accrued expenses
|
| | | | 1,566 | | | | | | 429 | | |
Deferred revenue
|
| | | | 309 | | | | | | 1,018 | | |
Equity method investment
|
| | | | 1,243 | | | | | | 1,031 | | |
Other
|
| | | | 925 | | | | | | 394 | | |
| | | | $ | 114,881 | | | | | $ | 110,417 | | |
Valuation allowance
|
| | | | (113,276) | | | | | | (108,300) | | |
Net deferred tax asset
|
| | | $ | 1,605 | | | | | $ | 2,117 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Operating lease asset
|
| | | | (1,429) | | | | | | (1,941) | | |
Other
|
| | | | (176) | | | | | | (176) | | |
Total deferred tax liabilities
|
| | | $ | (1,605) | | | | | $ | (2,117) | | |
Net deferred income tax assets and liabilities:
|
| | | $ | — | | | | | $ | — | | |
| | |
Shares under
option (thousands) |
| |
Weighted average
exercise price |
| |
Weighted
average remaining contractual term (years) |
| |
Aggregate
intrinsic value (thousands) |
| ||||||||||||
Outstanding at January 1, 2021
|
| | | | 4,283 | | | | | $ | 5.12 | | | | | | 5.09 | | | | | $ | 2,582 | | |
Vested and expecting to vest at January 1, 2021
|
| | | | 4,283 | | | | | | 5.12 | | | | | | 5.09 | | | | | | 2,582 | | |
Exercisable at January 1, 2021
|
| | | | 2,915 | | | | | $ | 5.02 | | | | | | 3.47 | | | | | $ | 2,582 | | |
Granted
|
| | | | 620 | | | | | | 9.33 | | | | | | — | | | | | | — | | |
Exercised
|
| | | | (721) | | | | | | 2.36 | | | | | | — | | | | | | 1,741 | | |
Cancelled/forfeited/expired
|
| | | | (334) | | | | | | 2.50 | | | | | | — | | | | | | 755 | | |
Outstanding at December 31, 2021
|
| | | | 3,848 | | | | | $ | 6.55 | | | | | | 6.16 | | | | | $ | 27,796 | | |
Vested and expecting to vest at December 31, 2021
|
| | | | 3,848 | | | | | | 6.55 | | | | | | 6.16 | | | | | | 27,796 | | |
Exercisable at December 31, 2021
|
| | | | 2,479 | | | | | $ | 6.31 | | | | | | 4.85 | | | | | $ | 18,499 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Stock price
|
| | | $ | 9.33 | | | | | $ | 4.68 | | |
Exercise price
|
| | | | 9.33 | | | | | | 4.68 | | |
Expected term (years)
|
| | | | 6.1 | | | | | | 6.4 | | |
Expected volatility
|
| | | | 98.0% | | | | | | 100.6% | | |
Risk-free interest rate
|
| | | | 1.09% | | | | | | 0.56% | | |
Dividend yield
|
| | | | —% | | | | | | —% | | |
| | |
Nonvested Shares
(thousands) |
| |
Weighted Average
Fair Value |
| ||||||
Outstanding at January 1, 2021
|
| | | | 325 | | | | | $ | 4.68 | | |
Granted
|
| | | | 281 | | | | | | 4.76 | | |
Forfeited
|
| | | | (26) | | | | | | 4.68 | | |
Outstanding at December 31, 2021
|
| | | | 580 | | | | | $ | 4.72 | | |
| | |
Year Ended December 31, 2021
|
| ||||||||||||||||||
| | |
Shares
Authorized |
| |
Shares
Issued and Outstanding |
| |
Issue Price
|
| |
Carrying
Amount |
| |||||||||
Series A
|
| | | | 4,666,503 | | | | | | 4,666,503 | | | |
$1.75 – 3.94
|
| | | $ | 12,230 | | |
Series B
|
| | | | 1,733,370 | | | | | | 1,733,370 | | | |
10.38
|
| | | | 18,000 | | |
Series C
|
| | | | 4,254,733 | | | | | | 4,142,408 | | | |
14.69
|
| | | | 60,850 | | |
Series D
|
| | | | 10,274,260 | | | | | | 10,161,362 | | | |
19.93
|
| | | | 188,402 | | |
Series E
|
| | | | 5,183,957 | | | | | | 5,183,957 | | | |
22.86
|
| | | | 118,076 | | |
Series F
|
| | | | 3,634,210 | | | | | | 3,634,210 | | | |
22.86
|
| | | | 83,073 | | |
| | | | | 29,747,033 | | | | | | 29,521,810 | | | | | | | | $ | 480,631 | | |
| | |
Year Ended December 31, 2020
|
| ||||||||||||||||||
| | |
Shares
Authorized |
| |
Shares
Issued and Outstanding |
| |
Issue Price
|
| |
Carrying
Amount |
| |||||||||
Series A
|
| | | | 4,666,503 | | | | | | 4,666,503 | | | |
$1.75 – 3.94
|
| | | $ | 12,230 | | |
Series B
|
| | | | 1,733,370 | | | | | | 1,733,370 | | | |
10.38
|
| | | | 18,000 | | |
Series C
|
| | | | 4,254,733 | | | | | | 4,142,408 | | | |
14.69
|
| | | | 60,850 | | |
Series D
|
| | | | 10,274,260 | | | | | | 10,003,304 | | | |
19.93
|
| | | | 185,252 | | |
Series E
|
| | | | 5,183,957 | | | | | | 5,183,957 | | | |
22.86
|
| | | | 118,076 | | |
| | | | | 26,112,823 | | | | | | 25,729,542 | | | | | | | | $ | 394,408 | | |
| | |
Redeemable Convertible Preferred Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Series A
|
| |
Series B
|
| |
Series C
|
| |
Series D
|
| |
Series E
|
| |
Series F
|
| |
Total
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2020
|
| | | | 4,666,503 | | | | | $ | 12,230 | | | | | | 1,733,370 | | | | | $ | 18,000 | | | | | | 4,142,408 | | | | | $ | 60,850 | | | | | | 10,003,304 | | | | | $ | 185,252 | | | | | | 3,149,745 | | | | | $ | 71,606 | | | | | $ | — | | | | | $ | — | | | | | | 23,695,330 | | | | | $ | 347,938 | | |
Preferred stock issuance, net
of costs |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,034,212 | | | | | | 46,470 | | | | | | — | | | | | | — | | | | | | 2,034,212 | | | | | | 46,470 | | |
Balance as of December 31,
2020 |
| | | | 4,666,503 | | | | | | 12,230 | | | | | | 1,733,370 | | | | | | 18,000 | | | | | | 4,142,408 | | | | | | 60,850 | | | | | | 10,003,304 | | | | | | 185,252 | | | | | | 5,183,957 | | | | | | 118,076 | | | | | | — | | | | | | — | | | | | | 25,729,542 | | | | | | 394,408 | | |
Preferred stock issuance, net
of costs |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 158,058 | | | | | | 3,150 | | | | | | — | | | | | | — | | | | | | 3,634,210 | | | | | | 83,073 | | | | | | 3,792,268 | | | | | | 86,223 | | |
Balance as of December 31,
2021 |
| | | | 4,666,503 | | | | | $ | 12,230 | | | | | | 1,733,370 | | | | | $ | 18,000 | | | | | | 4,142,408 | | | | | $ | 60,850 | | | | | | 10,161,362 | | | | | $ | 188,402 | | | | | | 5,183,957 | | | | | $ | 118,076 | | | | | | 3,634,210 | | | | | $ | 83,073 | | | | | | 29,521,810 | | | | | $ | 480,631 | | |
Year ending December 31,
|
| | | | | | |
2022
|
| | | $ | 2,366 | | |
2023
|
| | | | 2,413 | | |
2024
|
| | | | 1,039 | | |
2025
|
| | | | — | | |
2026
|
| | | | — | | |
Thereafter
|
| | | | — | | |
Total lease payments
|
| | | $ | 5,818 | | |
Less: Imputed interest
|
| | | | 485 | | |
Total lease liabilities
|
| | | $ | 5,333 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Weighted average remaining lease term (years)
|
| | | | 2.4 | | | | | | 3.4 | | |
Weighted average discount rate
|
| | | | 7.5% | | | | | | 7.5% | | |
Year ending December 31,
|
| | | | | | |
2022
|
| | | $ | 24 | | |
2023
|
| | | | 24 | | |
2024
|
| | | | 24 | | |
2025
|
| | | | 24 | | |
2026
|
| | | | 24 | | |
Thereafter
|
| | | | 168 | | |
Total lease payments
|
| | | $ | 288 | | |
| | |
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| | | | A-73 | | |
|
Exhibit A
Form of Company Support Agreement
|
|
|
Exhibit B
Form of Sponsor Support Agreement
|
|
|
Exhibit C
Form of Registration Rights Agreement
|
|
|
Exhibit D
Form of Lock-Up Agreement
|
|
|
Exhibit E
Form of Acquiror Restated Charter
|
|
Signature: |
|
|
Redemption Percentage
|
| | | | 100% | | | | | | 90% | | | | | | 80% | | | | | | 70% | | | | | | 60% | | | | | | 51% | | | | | | 50% | | |
|
# of Promote Shares Forfeited (assuming 3,750,000 Promote Shares outstanding)
|
| | | | 1,250,000 | | | | | | 1,000,000 | | | | | | 750,000 | | | | | | 500,000 | | | | | | 250,000 | | | | | | 25,000 | | | | | | 0 | | |
| | | | AMCI ACQUISITION CORP. II | | |||
| | | | By: | | |
Name: Nimesh Patel
Title: Chief Executive Officer |
|
By: |
|
| Name of Subscriber: | | | State/Country of Formation or Domicile: | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
| Name in which Subscribed Shares are to be registered (if different): | | | Date: , 2022 | |
| Subscriber’s EIN: | | | | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
| City, State, Zip: | | | City, State, Zip: | |
|
|
| |
|
|
| Telephone No.: | | | Telephone No.: | |
| Email for notices: | | | Email for notices (if different): | |
| Number of Shares of Class A Common Stock subscribed for: | | | | |
| Aggregate Purchase Price: $ | | | Price Per Share: $10 | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 8 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 18 | | |
|
By:
|
| | | |
|
Name:
|
| | | |
|
Its:
|
| | | |
| Name of Subscriber: | | | State/Country of Formation or Domicile: | |
|
By:
|
| | | |
|
Name:
|
| | | |
|
Title:
|
| | | |
| Name in which Subscribed Shares are to be registered (if different): | | | Date: October , 2022 | |
| Subscriber’s EIN: | | | | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
| City, State, Zip: | | | City, State, Zip: | |
| Attn: | | | Attn: | |
| Telephone No.: | | | Telephone No.: | |
| Email for notices: | | | Email for notices (if different): | |
| Number of Shares of Class A Common Stock subscribed for: | | | | |
| Aggregate Purchase Price: $ | | | Price Per Share: $10 | |
| | | | AMCI ACQUISITION CORP. II | | ||||||
| | | | By: | | |
/s/ Nimesh Patel
|
| |||
| | | | | | | Name: | | | Nimesh Patel | |
| | | | | | | Title: | | | Chief Executive Officer | |
| | | | AMCI MERGER SUB, INC. | | ||||||
| | | | By: | | |
/s/ Nimesh Patel
|
| |||
| | | | | | | Name: | | | Nimesh Patel | |
| | | | | | | Title: | | | President | |
| | | | LANZATECH NZ, INC. | | ||||||
| | | | By: | | |
/s/ Jennifer Holmgren
|
| |||
| | | | | | | Name: | | | Jennifer Holmgren | |
| | | | | | | Title: | | | Chief Executive Officer | |