0001628280-23-003312 | S-1 | XBRL Viewer

Basis of Presentation and Summary of Significant Accounting Policies

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the trust account are determined using available market information.

Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

•Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs Associated With Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Shares Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets.

Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of September 30, 2022 and as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of September 30, 2022 and as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 0.88% and 0.91% for the three and nine months ended September 30, 2022, respectively, and 0.00% for the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021 due primarily to changes in fair value of derivative warrant liabilities, non-taxable gains on the settlement of deferred underwriting commissions, and the valuation allowance on the deferred tax assets.

Net Income (Loss) Per Share Of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 28, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information.

Financial Instruments

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Offering Costs Associated with Initial Public Offering

presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

Derivative Financial Instruments

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Share of Common Stock

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements of LanzaTech NZ Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in the Company's Annual Report for the year ended December 31, 2021.

The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE.

The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting or alternative measurement. Refer to Note 5, Investments, for further information. The Company is exposed to the VIEs' losses and other impairment indicators up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 9, Related Party Transactions, for further details on the transactions with VIEs.

Going Concern

The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash and cash equivalents of $50,370 and an accumulated deficit of $(434,863) at September 30, 2022 and cash outflows from operations of $(71,336) and a net loss of $(54,974) for the nine months ended September 30, 2022.

The Company has historically funded its operations through debt financing and issuance of equity securities. Based on the Company’s financial position as of the date these condensed consolidated financial statements were available to be issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months with cash on hand. Accordingly, the Company’s condensed consolidated financial statements have been prepared on the basis that it will continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees, the SAFE and the SAFE warrants.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Segment Information

The Company operates as one operating segment which is the licensing of its technologies and related services such as research and development and engineering. The Chief Executive Officer who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. Substantially all of the Company's long-lived assets are maintained in the United States.

Foreign Currencies

The Company’s reporting currency is the U.S. Dollar. The Company has certain foreign subsidiaries where the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as an adjustment in accumulated other comprehensive income (loss).

The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had $50,370 and $128,318 of cash and cash equivalents, respectively.

Restricted Cash and Other Cash Flows from Operating Activities

The Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank. The following represents a reconciliation of cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of September 30, 2022 and December 31, 2021 (in thousands).


	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

Trade and Other Receivables

Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. As of September 30, 2022 and December 31, 2021, the Company recognized an allowance for doubtful accounts of $1,051 and $1,235, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. The Company primarily earns revenue from services related to feasibility studies and basic engineering design of commercial plants, licensing of technologies, joint development and contract

research activities to develop novel biocatalysts and related technologies, and sale of CarbonSmart ethanol produced using the Company's proprietary technologies.

Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. Management has evaluated the terms of our arrangements and determined that they do not contain significant financing components.

Carbon Capture and Transformation

The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method as performance obligations are satisfied. Management has determined that the milestone completion and the associated contractual payment amounts are an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606.

The Company licenses intellectual property to generate recurring revenue when its customers deploy carbon capture and transformation plants. When licenses are considered to be distinct performance obligations, the recognition of revenue is dependent on the terms of the contract, which may include fixed consideration or royalties based on sales or usage, in which case, the revenue is recognized when the subsequent sale or usage occurs or when the performance obligation to which some or all of the sales or usage-based royalty is allocated has been satisfied, whichever is later.

Research and Development Services

The Company performs research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and other contract research, including projects with the U.S. Department of Energy. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when payments are contingent upon the achievement of such milestones, or based on percentage-completion method when enforceable rights to payment exist. When no milestones or phases are clearly defined, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606, Revenue from Contracts with Customers, and estimates its variable consideration under the expected value method.

Revenue is not recognized in advance of customer acceptance of a milestone when such acceptance is contractually required. Payments for R&D services with no contractual payments are not due from customers until a technical report is submitted; therefore, a contract asset is recognized at milestone completion but prior to the submission of a technical report. The contract asset represents the Company’s right to consideration for the services performed at milestone completion. Occasionally, customers provide payments in advance of the Company providing services which creates a contract liability for the Company. The contract liability represents the Company's obligation to provide services to a customer.

Collaboration Arrangements

The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transactions under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the condensed consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

CarbonSmart

The Company's CarbonSmart business, initially CarbonSmart ethanol, is produced by LanzaTech licensed plants using the Company's proprietary technologies. Customers can buy CarbonSmart ethanol directly from LanzaTech, which the Company sources from these partnering plants. Revenue is recognized at a point in time when control transfers to the customer, which varies depending on the shipping terms. The Company acts as the principal in such transactions and accordingly, recognizes revenue and cost of revenues on a gross basis.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively.

As of September 30, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At September 30, 2022 and December 31, 2021, the value of property, plant, and equipment outside the United States was immaterial.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the nine months ended September 30, 2022 and 2021:


	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	%

Recently Announced Accounting Pronouncements

In October 2020, the Financial Accounting Standard Board ("FASB") issued an Accounting Standard Update ("ASU") No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 were effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption was permitted. There were no material impacts upon the adoption of ASU 2020-10, on its consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP"). The consolidated financial statements include the accounts of LanzaTech NZ, Inc. and its wholly-owned consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

As part of its evaluation, the Company makes judgments in determining whether an entity is a variable interest entity (“VIE”) and, if so, whether it is the primary beneficiary of the VIE and is thus required to consolidate the entity. A VIE is a legal entity that has a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. Our variable interest arises from contractual, ownership or other monetary interests in the entity, which change with fluctuations in the fair value of the entity’s net assets. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We consolidate a VIE when we are deemed to be the primary beneficiary. We assess whether or not we are the primary beneficiary of a VIE on an ongoing basis. If we are not deemed to be the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable US GAAP.

The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting. Refer to Note 5 - Investments, for further information. The Company's maximum exposure to loss in connection with its interest in VIEs is its equity method investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 14, Related Party Transactions, for further details on the transactions with VIEs.

Restatement

On August 16, 2022, the Audit Committee of the Board of Directors of LanzaTech, after discussion with management of LanzaTech and LanzaTech’s independent registered public accounting firm, Deloitte & Touche,

LLP, concluded that LanzaTech’s previously issued audited consolidated financial statements as of and for the fiscal years ended December 31, 2021 and December 31, 2020 should no longer be relied upon. The errors leading to restatement were communicated to and discussed with AMCI upon their discovery. The AMCI Board considered the circumstances surrounding the restatement and concluded that it did not negatively impact its decision to proceed with the Business Combination primarily because of the individually immaterial adjustments.

The Company determined that its recorded share of equity method earnings amounts from an unconsolidated affiliate for the years ended December 31, 2021 and 2020 and its gain on dilution amount for the year ended December 31, 2021 were incorrect following the completion of LanzaJet, Inc's ("LanzaJet") financial statement audit. Additionally, the Company identified that it was not properly eliminating intra-entity profits related to revenue contracts with LanzaJet. As a result of the adjustments recorded by the unconsolidated affiliate and the identification of the error related to the elimination of intra-entity profits, the Company made the decision to restate its consolidated financial statements as of and for the years ended December 31, 2021 and 2020, on or around the completion of the audit of LanzaJet's financial statements for the years ended December 31, 2021 and 2020, on August 23, 2022. The Company also determined it was not properly accounting for its licensing arrangement with LanzaJet, and had not disclosed all significant related party transactions with its equity method investees. The Company has also revised these disclosures.

In accordance with ASC 250, Accounting Changes and Error Corrections, the Company evaluated the materiality of the adjustments, considering both quantitative and qualitative factors, and determined that the related aggregate impact was material to its consolidated financial statements as of and for the years ended December 31, 2021 and 2020.

Description of Errors Corrected

•Accounting for Equity Method Investments:

•The previously reported equity method investment in LanzaJet, Inc. (“LanzaJet”), as described in Note 5 - Investments, contained errors in the Company's recorded share of LanzaJet losses for the years ended 2021 and 2020 as a result of adjustments made by LanzaJet to its financial statements in connection with the audit of LanzaJet's financial statements for the years ended December 31, 2021 and 2020. The adjustments primarily were comprised of (1) an adjustment to correct an error relating to the measurement of the intangible asset associated with the intellectual property contributed by the Company as described in Note 5 – Investments and the related amortization; and (2), an adjustment to reclassify as a reduction to fixed assets certain government grants received by LanzaJet that it originally recorded as revenue. Other less significant adjustments were also identified and corrected in connection with the audit of LanzaJet's financial statements for the years ended December 31, 2021 and 2020. The net impact of these adjustments on the equity method investment's balance and accumulated deficit in the Company's Consolidated Balance Sheets was a decrease of $580 and $257 as of December 31, 2021 and 2020, respectively. The net impact of these adjustments on the gain from equity method investees in the Company’s Consolidated Statements of Operations and Comprehensive Loss was a decrease of $580 and $257 for the years ended December 31, 2021 and 2020, respectively.

•The previously reported revenue from related parties related to contributed intellectual property contained errors for intra-entity profit that was not previously eliminated, as described in Note 5 - Investments. The impact of these errors on the equity method investment's balance and accumulated deficit in the Consolidated Balance Sheets was $662 and $549 as of December 31, 2021 and 2020, respectively and $662 and $549 on revenue from related party transactions in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020, respectively.

•The previously reported gain on dilution, as described in Note 5 - Investments, was not correctly calculated for the year ended December 31, 2021. The impact of these errors on the equity method investment's balance and accumulated deficit in the Consolidated Balance Sheets as of December 31,

2021 was $322; and the impact on gain from equity method investees in the Consolidated Statements of Operations and Comprehensive Loss was $322 for the year ended December 31, 2021.

•Additional Misstatements:

•The previously reported contract assets and other accrued liabilities included revenue and related cost of revenue amounts that was recorded in an inappropriate period. These amounts were recorded in 2021, however, the performance obligation was actually satisfied in 2020.. The impact of these errors on the contract assets and other accrued liabilities in the Consolidated Balance Sheet as of December 31, 2020 was $122; and the impact on revenue from contracts with customers and cost of revenue from contracts with customers in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020 was $122.

•Disclosure errors:

•The Company determined its licensing arrangement with LanzaJet, described in Note 5 – Investments, should have been accounted for as a transaction with a customer solely within the scope of Accounting Standards Codification 606 - Revenue from contracts with customers ("ASC 606") rather than akin to an operating lease under Accounting Standards Codification 842, Leases ("ASC 842"). The licensing arrangement is a contract with our customer, LanzaJet, that conveys to LanzaJet the right to use an intangible asset (IP). Contracts with customers are accounted for under ASC 606 unless they are within the scope of other accounting literature. Because the licensing arrangement conveys the right to use an intangible asset, it is not within the scope of ASC 842. Under limited circumstances, ASC 606 requires certain arrangements that do not, in substance, transfer control of an asset (i.e., when the arrangement contains certain repurchase rights or obligations) to be accounted for as leases. However, those limited circumstances are not present in our licensing arrangement with LanzaJet. Therefore, the Company concluded accounting for the arrangement under ASC 606 is required. Because the period over which the Company determined it was required to recognize revenue under ASC 606 was the same as the period of time over which it had been recognizing revenue, there was no effect on the amounts recorded in the consolidated financial statements. Additionally, the difference in timing of recognition of the variable consideration resulted in a difference between the carrying value of our equity method investment in LanzaJet and our proportionate share LanzaJet's book values, that was not previously disclosed. However, the disclosures in Note 5 – Investments, have been revised accordingly.

•The Company did not disclose in Note 5 – Investments, its obligation under a guarantee with sublicensing agreement between LanzaJet and a third party. The fair value of this guarantee was deemed immaterial as of December 31, 2021 and 2020.

•The Company did not include in its disclosure for related party transactions in Note 14 - Related Party Transactions, that it also provided engineering services to one of its equity method investees, Beijing ShouGang LanzaTech Technology Co., LTD ("SGLT"), for which costs of $1,223 and $242 were incurred during the years ended December 31, 2021 and 2020. The Company also did not disclose that in 2019 it entered into a licensing agreement to receive licensing consideration from SGLT.

None of the errors discussed above were individually material to the financial statements, however, their cumulative impact was material and resulted in a restatement of the 2021 and 2020 financial statements. The effects of the correction of these errors on the relevant financial statement line items is as follows:


	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)

•Other Disclosure Errors:

•Note 5 - Investments: The Company did not disclose intra-entity profits elimination amounts related to revenue contracts with LanzaJet of $662 and $549 as of December 31, 2021, and 2020, respectively as they were not eliminated. The previously disclosed gain on dilution was incorrect as of and for the year ended December 31, 2021.


	Year Ended December 31, 2021
	As Previously Reported		as Restated
Gain on dilution	$	181	$	503

Segment Information

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance.

While the Company offers a variety of services and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company’s service offerings are delivered and supported on a global basis, most of the Company’s service offerings are deployed in a nearly identical way, and the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for components below the consolidated level. Accordingly, the Company has determined that it has a single reportable and operating segment. See Note 4, Revenues, for disaggregation of the Company’s revenues by customer location.

Coronavirus (COVID-19)

In March 2020, the World Health Organization declared the viral strain of coronavirus ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 and the resulting economic contraction has resulted in increased business uncertainty. The consequences of a prolonged economic decline could include, but are not limited to, reduced revenues, increased instances of uncollectible customer receivables, and increased asset impairments in future periods. Accordingly, the Company cannot reasonably estimate the length or severity of this pandemic, or the extent to which the disruption may materially impact its consolidated balance sheets, consolidated statements of operations and comprehensive loss or statements of cash flows for future periods.

Going Concern

The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with US GAAP. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash and cash equivalents of $128,318 and an accumulated deficit of $379,889 at December 31, 2021 and cash outflows from operations of $42,591 and a net loss of $46,689 for the year ended December 31, 2021.

The Company has historically funded its operations through debt financing and issuance of equity securities. Based on the Company’s financial position as of the date these consolidated financial statements were issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months with cash on hand. Accordingly, the Company’s consolidated financial statements have been prepared on the basis that it will continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Foreign Currencies

The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other income, net in the consolidated statements of operations and comprehensive loss.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2021 and 2020, the Company had $128,318 and $60,495 of cash and cash equivalents, respectively.

The Company is required to maintain a cash deposit with a bank which consists of collateral on a travel and expense program maintained by the bank. The following represents a reconciliation of cash and cash equivalents in

the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020.


	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

Trade and Other Receivables

Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. As of December 31, 2021 and 2020, the Company recognized an allowance for doubtful accounts of $1,235 and $1,325, respectively.

Other Current Assets

Other current assets consist of prepaid expenses, materials and supplies, and other assets. Material and supplies consist of spare parts and consumables used for research and research equipment and is stated at the weighted average cost.

Property, Plant and Equipment, net

Property and equipment are stated at cost and include improvements that significantly increase capacities or extend the useful lives of existing plant and equipment. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Useful lives range from three to five years for instruments and equipment, three to five years for office equipment and furniture and software, five years for vehicles and, for leasehold improvements, the shorter of the life of the improvement or the remaining term of the lease.

The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted.

Upon retirement or disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses, if any, are recorded in the consolidated statements of operations and comprehensive loss. Net gains or losses related to asset dispositions are recognized in earnings in the period in which dispositions occur. Routine maintenance, repairs and replacements are expensed as incurred.

Leases

The Company determines if an arrangement is a lease at inception. Lease agreements are evaluated to classify the lease as a finance or operating lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company accounts for lease components and non-lease components as a single lease component.

Impairment of Long-Lived Assets

The Company performs a recoverability assessment of each of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indicators may include, but are not limited to, adverse changes in the regulatory environment in a jurisdiction where the Company operates, a decision to discontinue the development of a long-lived asset, early termination of a significant customer contract, or the introduction of newer technology.

When performing a recoverability assessment, the Company measures whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its carrying value. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge.

Management develops the assumptions used in the recoverability assessment based on active contracts as well as information received from third-party industry sources. The Company did not record an impairment during the years ended December 31, 2021 and 2020.

Equity Method Investments

Investments in entities over which the Company has significant influence, but not control, are accounted for using the equity method of accounting. Gain from equity method investees, net represents the Company’s proportionate share of net income or loss of its equity method investees and any gains or losses from the dilution of such investments.

Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred. When a loss is deemed to have occurred and is other than temporary, the carrying value of the equity method investment is written down to fair value. In evaluating whether a loss is other than temporary, the Company considers the length of time for which the conditions have existed and its intent and ability to hold the investment.

Simple Agreement for Future Equity (SAFE)

In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The Company determined that the SAFE was not legal form debt (i.e., no creditors’ rights). The SAFE includes a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFE is classified as mark-to-market liability pursuant to Accounting Standards Codification (“ASC”) 480, Distinguishing Liability from Equity.

Warrants

The Company has warrants to purchase preferred shares outstanding as of December 31, 2021 and 2020 representing 225,223 and 383,281 preferred shares, respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $14.69 to $19.93 as of each of December 31, 2021 and 2020. The Company accounts for its warrants as liabilities based upon the characteristics and provisions of each instrument. The liabilities are included in other accrued liabilities on the Company's consolidated balance sheets at their fair value on the date of issuance and are revalued in each subsequent reporting period until such instruments are exercised or expire. The change in fair value between reporting periods is included in other (expense) income, net in the consolidated statements of operations and comprehensive loss.

Further the warrant related to the SAFE of $1,729 is accounted for as a liability. This liability is recorded in current liabilities on the Company's consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expire. The change in fair value between reporting periods is included in other (expense) income, net in the consolidated statements of operations and comprehensive loss.

Long-Term Debt and Debt Issuance Costs

The Company’s debt consists of credit facilities with financial institutions. Costs directly related to the issuance of debt are reported on the consolidated balance sheets as a reduction from the carrying amount of the recognized debt liability and amortized over the term of the debt using the effective interest method.

Legal and Contingencies

The Company may be involved in legal actions in the ordinary course of business, inquiries and proceedings concerning employment, labor, environmental, and other claims. The Company will recognize a loss contingency in the consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company primarily earns revenue from services related to feasibility studies and basic engineering design of commercial plants, licensing of technologies, joint development and contract research activities to develop novel biocatalysts and related technologies.

Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components.

Carbon Capture and Transformation

The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method when certain revenue recognition requirements are met. Management has determined that the milestone completion and the associated contractual payment amounts are an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606.

Research and Development Services

The Company performs research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and other contract research, including projects with the U.S. Department of Energy. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when such milestones are contractually defined, or based on stage of contract completion when not defined. For the latter, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606, Revenue from Contracts with Customers, and estimates its variable consideration under the expected value method. Accordingly, the Company records a liability based on milestones achieved and the expected repayment of the development costs.

The Company’s joint development agreements may utilize the cost-to-cost method of revenue recognition or may include well defined payment milestones, dependent on the contract, both of which the Company evaluates against work completed prior to revenue recognition. For other contract research, the Company utilizes the cost-to-cost method of revenue recognition. These contracts have a fixed dollar amount which is based on the Company’s estimate of total costs to be incurred over the life of each contract.

Revenue is not recognized in advance of customer acceptance of a milestone, when such acceptance is contractually required. Payments for R&D services with no contractual payments are not due from customers until a technical report is submitted; therefore, a contract asset is recognized at milestone completion but prior to the submission of a technical report. The contract asset represents the Company’s right to consideration for the services performed at milestone completion. Occasionally, customers provide payments in advance of the Company providing services which creates a contract liability for the Company. The contract liability represents the Company's obligation to provide services to a customer.

Collaboration Arrangements

The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transactions under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

Cost of Revenues

The Company’s R&D, engineering, and other direct costs of services related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenue. Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits.

Research and Development

We incur research and development costs associated with various R&D activities and expense these costs as incurred.

Stock-Based Compensation

The Company accounts for equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Accordingly, in exchange for employee and director services, compensation is given in the form of equity awards. The equity awards are recorded based on the grant date fair value and expensed over the requisite service period for the respective award.

The Company’s equity-based awards include stock option awards and restricted stock issued by the Company, which vest based on either time or the achievement of certain performance conditions. The Company records forfeitures as they occur. Compensation expense resulting from time-vesting-based awards is recognized in the Company’s consolidated statements of operations and comprehensive loss, primarily within research and development expenses, at the grant date fair value over the requisite service period. Compensation expense resulting from performance awards recognized over the requisite service period when it is probable that the performance condition will be met. The calculated compensation expense for performance awards is adjusted based on an estimate of awards ultimately expected to vest. The Company estimates grant date fair value using a Black-Scholes option pricing model that uses assumptions including expected volatility, expected term, and the expected risk-free rate of return. The Company has determined that the Black-Scholes option pricing model, as well as the underlying assumptions used in its application, is appropriate in estimating the fair value of its award grants.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred income tax assets are evaluated to determine if valuation allowances are required or should be adjusted. Valuation allowances are established based on a more likely than not standard. The ability to realize deferred tax assets depends on the Company’s ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each tax jurisdiction. The Company considers the various possible sources of taxable income when assessing the realization of its deferred tax assets. The valuation allowances recorded against deferred tax assets generated by taxable losses in certain jurisdictions will affect the provision for income taxes until the valuation allowances are released. The Company’s provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

The Company records uncertain tax positions on the basis of a two-step process whereby it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the more likely than not criteria, the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority is recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.

Related Party Transactions

The Company follows ASC 850-10, Related Party Transactions, for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Refer to Note 5 - Investments, and Note 14, Related Party Transactions, for further information.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period.

Diluted net loss per share reflects potential dilution and is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable. Refer to Note 3, Net Loss Per Share, for additional information.

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities, for more information.

Concentration of Credit Risk and Other Risks and Uncertainties (Restated)

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively.

As of December 31, 2021 and 2020, approximately 35% and 27%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At December 31, 2021 and 2020, the value of property, plant, and equipment outside the United States was immaterial.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

As of December 31, 2021, two of the Company's customers separately represented 49% (Customer B) and 15% (Customer D) of total accounts receivable and contract assets on the consolidated balance sheet.

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Disclosure Framework – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires financial assets measured at amortized cost basis, including trade receivables, to be presented net of the amount expected to be collected. The measurement of all expected credit losses will be based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted the new standard effective January 1, 2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption did not have a material impact on the Company’s financial position or results of operations.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. A customer’s accounting for the costs of the hosting component of the arrangement is not affected by the new guidance. The Company adopted ASU 2018-15 as of January 1, 2020 with no material impact on its consolidated financial statements.

In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”), which simplifies the accounting for stock-based payments granted to non-employees for goods and services. Under ASU 2018-07, most of the guidance on such payments to non-employees will be aligned with the requirements for stock-based payments granted to employees. The Company early adopted ASU 2018-07 as of January 1, 2020 and its adoption did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of US GAAP. The Company adopted ASU 2019-12 as of January 1, 2021 with no material impact on its consolidated financial statements.

Recently Announced Accounting Pronouncements

In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements and related disclosures.

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $13.8 million, inclusive of $1.5 million of underwriting discount, approximately $5.3 million in deferred underwriting commissions, approximately $6.5 million in fair value of Class B common stock issued to Anchor Investors, and approximately $0.5 million in other offering costs. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) purchased 15,480,000 units in the initial public offering. None of the Anchor Investors are affiliated with any member of the Company’s management. The underwriters had a 45-day option from the date of the underwriting agreement (August 3, 2021) to purchase up to an additional 2,250,000 units to cover over-allotments. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 shares of Class B common stock that were subject to forfeiture to be forfeited. Note 3 — Initial Public Offering On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $13.8 million, inclusive of $1.5 million of underwriting discount, approximately $5.3 million in deferred underwriting commissions, approximately $6.5 million in fair value of Class B common stock issued to Anchor Investors, and approximately $0.5 million in other offering costs. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) purchased 15,480,000 units in the initial public offering. None of the Anchor Investors are affiliated with any member of the Company’s management. The underwriters had a 45-day option from the date of the underwriting agreement (August 3, 2021) to purchase up to an additional 2,250,000 units to cover over-allotments. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 shares of Class B common stock that were subject to forfeiture to be forfeited.

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Note 4 — Related Party Transactions

Founder Shares

team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited.

In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption.

The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination.

Private Placement

Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate.

The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering.

If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering.

Related Party Loans and Advances

On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants.

Working Capital Loans

to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Service Fee

Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company incurred $30,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company incurred $90,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. As of September 30, 2022 and December 31, 2021, approximately $90,000 and $50,000, respectively, of such fees were included in due to related party on the accompanying condensed balance sheets.

The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, directors, officers or directors of the Company, or any of their affiliates. As of September 30, 2022 and December 31, 2021, there were approximately $596,000 and $0, respectively, of such fees included as due to related party on the accompanying condensed balance sheets.

Note 4 — Related Party Transactions

Founder Shares

On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited.

Private Placement

Related Party Loans and Advances

In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Service Fee

Note 9 — Related Party Transactions

As of September 30, 2022 and December 31, 2021, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $26,037 and $24,752, respectively. The table below summarizes amounts related to transactions with these related parties (in thousands):


	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

The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5, Investments, for more information.

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, access to office and laboratory space, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. For the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $148 and $355, respectively, under the transition services agreement. The Company also provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5, Investments. In connection with these services, the Company recognized revenue from LanzaJet of approximately $170 and $403, for the nine months ended September 30, 2022 and September 30, 2021, respectively.

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due to the Company of $24. The lease commenced upon execution of the lease agreement and was subsequently amended in 2022 to extend the Pre-Development Term and annual rent amount. Refer to Note 12, Leases, for more information.

The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, for the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $151 and $69, respectively. The Company also provided engineering services and incurred costs of $$893 and $1,171 for the nine months ended September 30, 2022 and September 30, 2021, respectively.

Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, to provide SGLT with the right to sublicense the intellectual property that LanzaTech previously licensed to SGLT. In exchange, the Company is entitled to receive licensing consideration, calculated as a percentage of the royalties received by SGLT from the sublicenses. Currently, SGLT sublicenses to certain of its subsidiaries that use LanzaTech's proprietary technology. The royalties received by SGLT are based on sales-and-usage of the sublicensed technology. For the nine months ended September 30, 2022, and September 30, 2021, the Company did not earn any sublicensing revenue as no royalties were received by SGLT.

Related Party Transactions

As of December 31, 2021 and 2020, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $24,752 and $23,217, respectively. Trade receivables and contract assets of $1,071 and $3,257, from these equity method investees are included in accounts receivable, respectively. The Company made purchases and had open accounts payable of $2,575 as of and for the year ended December 31, 2021. The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5 - Investments, for more information.

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. During the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $495 and $285, respectively, under the transition services agreement. The Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5 - Investments. As a result, during the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $428 and $2,740, respectively.

The Company supplies SGLT with its biocatalyst, certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, during 2021 and 2020 the Company recognized revenue from related parties of approximately $282 and $156, respectively. The Company also provided engineering services and incurred costs of $1,223 and $242 during the years ended December 31, 2021 and 2020, respectively.

exchange, the Company is entitled to receive licensing consideration, calculated as a percentage of the royalties received by SGLT from the sublicenses. Currently, SGLT sublicenses to certain of its subsidiaries that use LanzaTech's proprietary technology. The royalties to be received by SGLT are based on sales-and-usage of the sublicensed technology. For the years ended December 31, 2021 and 2020, the Company did not earn any sublicensing revenue as no royalties were received by SGLT.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering. The Company recognized approximately $4.9 million of the commissions waiver as a reduction to additional paid-in capital in the condensed statements of changes in stockholders’ deficit for the three and nine months ended September 30, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit. The remaining balance of approximately $172,000 is recognized as a gain from extinguishment of deferred underwriting commissions on public warrants in the condensed statements of operations, which represents the original amount expensed in the Company’s initial public offering. On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $500,000 for its role as co-placement agent, $7,500,000 for its role as exclusive financial advisor and $5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements. Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. Commitments and Contingencies Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2022 and December 31, 2021, the Company does not have any reasonable possible or probable losses from such claims. Commitments and ContingenciesLitigationThe Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of December 31, 2021 and December 31, 2020, it is not probable that the Company has incurred any losses from such claims.

Class A Common Stock Subject to Possible Redemption

9 Months Ended

Sep. 30, 2022

Class A Common Stock Subject to Possible Redemption

Note 6 — Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets.

The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table:


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

Note 6 — Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table:


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

Redeemable, Convertible Preferred Stock

The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts):


	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

There were no changes in redeemable convertible preferred stock issued and outstanding during the nine months ended September 30, 2022. The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price.

In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares which led to an increase in redeemable convertible preferred stock of $3,150 during the nine months ended September 30, 2021.

Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of September 30, 2022, the preferred shares are not currently redeemable, and it is not probable that the preferred shares will become redeemable, since it is uncertain whether or when circumstances exist that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values.

Redeemable, Convertible Preferred Stock

The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts):


	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 issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows:


	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

The Company records all preferred shares net of offering costs at their respective fair values on the dates of issuance. The preferred shares are classified outside of shareholders’ (deficit) equity in the consolidated financial statements, as the preferred shares are redeemable under circumstances that qualify as a deemed liquidation event, which are outside the control of the Company. Upon the occurrence of a liquidation event, such as a voluntary or involuntary liquidation, dissolution or winding up of the Company, merger, consolidation, or change in control, the holders of Series E preferred stock are entitled, on a pari passu basis, to be paid out of the assets of the Company available for distribution before any payment is made to the holders of Series A, B, C, and D preferred shares and then to holders of common shares. In February 2020, the Company closed a Series E follow-on round with the issuance of 2,034,212 Series E preferred shares for net proceeds of $46,470 ($22.86 per share). In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares and net proceeds of $3,150 ($19.93 per share). In April 2021, the Company closed a Series F round with the issuance of 3,634,210 Series F preferred shares for the net proceeds of $83,073 ($22.86 per share).

The holders of preferred shares are entitled to cast the number of votes equal to the number of whole common shares into which the preferred shares are convertible. The holders of preferred shares also have consent rights, including in a number of cases subject to a separate class vote and a supermajority requirement, over certain actions including, among others (i) alterations or changes to the terms of the preferred shares, (ii) the election of a certain number of directors, including the designation of directors by holders of a specified series of preferred shares or by certain specified individual stockholders, and (iii) repurchases of shares, the authorization or designation of more senior class or series of shares, or certain issuances of new shares.

Preferred shares are convertible at the holder’s option into common shares generally on a share-for-share basis. Each preferred share will be automatically converted into common stock upon either (i) the determination of the holders of certain requisite preferred shares or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, unless such conversion is otherwise effected pursuant to clause (i) above).

The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. If dividends are payable on common shares, preferred shareholders also receive those dividends as if the preferred shares had been converted to common shares. Series D, E, and F preferred shareholders are entitled to be paid dividends prior to Series A, B, and C, on a pari passu basis.

Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of December 31, 2021 and 2020, preferred shares are not currently redeemable, and it is not probable that preferred shares will become redeemable, since it is uncertain whether or when circumstances exist

that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values.

Stockholders' Equity (Deficit)	9 Months Ended
Stockholders' Equity (Deficit)	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity (Deficit)	Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Note 7 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Shareholders’ EquityThe securities of the Company are represented by common shares, par value $0.0001 per share. Each common share is entitled to one vote. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all common shares shall participate pro rata in such payment whenever funds are legally available and when declared by the Board of Directors of the Company, subject to the prior rights of holders of all classes of stock outstanding.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Warrants	9 Months Ended
Warrants	Sep. 30, 2022
Warrants and Rights Note Disclosure [Abstract]
Warrants	Note 8 — Warrants As of September 30, 2022 and December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: •in whole and not in part; •at a price of $0.01 per warrant; •upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and •if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: •in whole and not in part; •at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and •if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Note 8 — Warrants As of December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: •in whole and not in part; •at a price of $0.01 per warrant; •upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and •if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: •in whole and not in part; •at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and •if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Note 9 — Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:

September 30, 2022


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

December 31, 2021


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

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the nine months ended September 30, 2022 and in the period from January 28, 2021 (inception) through December 31, 2021.

Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (public warrants). The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on

interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly.

For the three months ended September 30, 2022 and 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $1.4 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $4.1 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows:


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

Note 9 — Fair Value Measurement

The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:


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

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:


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

Note 6 — Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands):


	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

Warrants

The Company has warrants to purchase preferred shares outstanding as of September 30, 2022 and December 31, 2021 representing 225,223 and 225,223 preferred shares, respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $14.69 to $19.93 as of each of September 30, 2022 and December 31, 2021.

The warrants are accounted for as liabilities in accordance with ASC 480, Distinguishing Liability from Equity, and are presented within other accrued liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed consolidated statements of operations and comprehensive loss.

The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the nine months ended September 30, 2022 and 2021, the Company recognized a change in the fair value of liabilities of approximately $(427) and $(699), respectively, on the condensed consolidated statements of operations and comprehensive loss within other (expense) income, net.

The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021:


	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	—		%	—		%

SAFE Liability and SAFE Warrant

In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The SAFE had not yet converted as a qualifying financing had not yet occurred as of September 30, 2022. At September 30, 2022, the SAFE had a fair value of $27,221 and was recorded within current liabilities on the condensed consolidated balance sheet.

Further, the warrant related to the SAFE of $2,022 as of September 30, 2022 is accounted for as a liability. This liability is recorded in current liabilities on the Company's condensed consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expires.

The change in fair value between reporting periods for both the SAFE liability and SAFE warrant is included in other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss.

The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event.

Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows:


	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	—	%	—	%

The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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	$	—	$	—

Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands):


	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

The warrants are accounted for as liabilities in accordance with ASC 480 and are presented within other accrued liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statements of operations and comprehensive loss.

The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the years ended December 31, 2021 and 2020, the Company recognized a change in the fair value of liabilities of approximately $(563) and $105, respectively, on the statements of operations and comprehensive loss within other income (expense), net.

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows:


	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	—	%	—	%

The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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

In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares. The fair value of this warrant was $107 as of January 1, 2020 and was remeasured to zero as of December 31, 2020. As a result, the exercise had no impact on the consolidated statement of operations and comprehensive loss as of and for the year ended December 31, 2021.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events On October 18, 2022, the Company entered into additional subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “Additional PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share to the Additional PIPE Investors. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review and except in the case of the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Proposed Business Combination If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination. Subsequent Events The Company has evaluated events occurring subsequent to September 30, 2022 through December 12, 2022, the date the condensed consolidated financial statements were available to be issued. The Company has identified two transactions with BGTF LT Aggregator LP (“Brookfield”), an affiliate of Brookfield Asset Management Inc, and a transaction with LanzaJet, described as follows: Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500,000,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. Brookfield SAFE On October 2, 2022, LanzaTech entered into a Simple Agreement for Future Equity (the “Brookfield SAFE”) with Brookfield. Under the Brookfield SAFE, LanzaTech agreed to issue to Brookfield the right to certain shares of its capital stock, the issuance of which is conditional upon LanzaTech obtaining certain necessary stockholder approvals and waivers, in exchange for the payment of $50,000,000 (the “Initial Purchase Amount”). On the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”) less any Non-Repayable Amount (as described below), plus interest in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur. Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which LanzaTech issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock). For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount will be reduced by $5,000,000 (such cumulative reductions the “Non-Repayable Amount”). Upon the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), and thereafter, the Non-Repayable Amount will convert automatically on an as accrued basis. LanzaJet Shareholder Loan On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. The Company has committed to purchase $5.5 million of Subordinated Secured Notes in a funding scheduled to occur on May 1, 2023. The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation. Each purchaser of Notes under the Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser (which, in the case of the Company, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet). The LanzaJet Note Purchase Agreement may be amended with the approval of holders of FPF and all holders of the LanzaJet Notes. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. Amended Merger Agreement The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. Subsequent Events The Company has evaluated events occurring subsequent to December 31, 2021 through May 9, 2022, the date the consolidated financial statements were available to be issued. The Company is not aware of any significant or material subsequent event that would require disclosure. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Merger”). In connection with the Merger, AMCI will be renamed LanzaTech Global, Inc (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. In connection with the Merger Agreement, on March 8, 2022, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Merger.

Description of Organization and Business Operations	9 Months Ended
Description of Organization and Business Operations	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity to date relates to the Company’s formation and the initial public offering (as defined below), described below and since the initial public offering, its search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering (the “initial public offering”) of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000 which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s unaudited condensed statements of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by August 6, 2023. Proposed Business Combination On March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). The transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Business Combination.” The time of the closing of the Proposed Business Combination is referred to herein as the “Closing.” If the Proposed Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Proposed Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Proposed Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $3.5 million , not taking into account tax obligations of approximately $536,000 that may be paid from income from investments held in the trust account. The Company’s liquidity needs up to September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of Founder Shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, and the mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before August 6, 2023 raises substantial doubt about the Company’s ability to continue as a going concern. Although Management expects that it will be able to raise additional capital to support its planned activities and complete a business combination on or prior to August 6, 2023, it is uncertain whether it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after August 6, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a business combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the trust account for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from January 28, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“initial public offering”), described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s statement of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account (the “trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Proposed Business Combination As more fully described in Note 11, on March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). Upon consummation of the transactions, the Company will change its name to “LanzaTech Global, Inc.” Liquidity and Going Concern As of December 31, 2021, the Company had approximately $0.3 million in its operating bank account and a working capital deficit of approximately $0.1 million. The Company’s liquidity needs up to December 31, 2021 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of founder shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company would not be able to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. As such, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2021, no adjustments have been made to the carrying amounts of assets or liabilities. Description of the Business The reporting entity is LanzaTech NZ, Inc. (formerly known as LanzaTech New Zealand Limited) and its subsidiaries (collectively, “the Company” or "LanzaTech"). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to migrate its country of domicile from New Zealand to Delaware, in the United States, and change its corporate name to “LanzaTech NZ, Inc.” The amendment was approved by the Board of Directors of LanzaTech and was effected by the filing of a Certificate of Incorporation with the Delaware Secretary of State. The registered office location is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The Company licenses its technology to customers, performs research and development in biotechnology, and provides engineering and other related services for commercial and government customers. Using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals. The Company employs a licensing business model whereby its customers build, own and operate facilities that use the Company's technology, and in return, the Company is paid royalties based on the revenue generated from the use of its technology. In 2018, the Company, through its partners, launched the world’s first commercial waste gas to ethanol plant in China, followed by a second one in 2021, also in China, with others currently in development in various countries. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Business Combination”). In connection with the Business Combination, AMCI will be renamed LanzaTech Global, Inc. (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. In connection with the Merger Agreement, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Business Combination. Description of the BusinessThe reporting entity is LanzaTech NZ, Inc. (formerly known as LanzaTech New Zealand Limited) and its subsidiaries (collectively, “the Company”). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to migrate its country of domicile from New Zealand to Delaware, in the United States, and change its corporate name to “LanzaTech NZ, Inc.” The amendment was approved by the Board of Directors of LanzaTech and was effected by the filing of a Certificate of Incorporation with the Delaware Secretary of State. All necessary adjustments have been recorded to present fairly the Company's financial position as of December 31, 2021 and 2020 and the results of operations and cash flows for the years then ended. The registered office location is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The Company licenses its technology to customers, performs research and development in biotechnology, and provides engineering and other related services for commercial and government customers. Using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals. The Company employs a licensing business model whereby its customers build, own and operate facilities that use the Company's technology, and in return, the Company is paid royalties based on the revenue generated from the use of its technology. In 2018, the Company, through its equity method investee, launched the world’s first commercial waste gas to ethanol plant in China, followed by a second one in 2021, also in China, with others currently in development in various countries around the world.

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Basis of Presentation and Summary of Significant Accounting Policies

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Concentration of Credit Risk

Cash and Cash Equivalents

Use of Estimates

Investments Held in the Trust Account

Financial Instruments

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Offering Costs Associated With Initial Public Offering

Class A Common Stock Shares Subject to Possible Redemption

Derivative Financial Instruments

Income Taxes

Net Income (Loss) Per Share Of Common Stock

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Recent Accounting Pronouncements

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021.

Use of Estimates

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information.

Financial Instruments

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Offering Costs Associated with Initial Public Offering

Class A Common Stock Subject to Possible Redemption

Derivative Financial Instruments

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Net Income (Loss) Per Share of Common Stock

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Recent Accounting Pronouncements

Basis of Presentation and Principles of Consolidation

Going Concern

Use of Estimates

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Segment Information

Foreign Currencies

Cash and Cash Equivalents

Restricted Cash and Other Cash Flows from Operating Activities


	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

Trade and Other Receivables

Revenue Recognition

research activities to develop novel biocatalysts and related technologies, and sale of CarbonSmart ethanol produced using the Company's proprietary technologies.

Carbon Capture and Transformation

Research and Development Services

Collaboration Arrangements

CarbonSmart

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the nine months ended September 30, 2022 and 2021:


	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	%

Recently Announced Accounting Pronouncements

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting. Refer to Note 5 - Investments, for further information. The Company's maximum exposure to loss in connection with its interest in VIEs is its equity method investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 14, Related Party Transactions, for further details on the transactions with VIEs.

Restatement

Description of Errors Corrected

•Accounting for Equity Method Investments:

2021 was $322; and the impact on gain from equity method investees in the Consolidated Statements of Operations and Comprehensive Loss was $322 for the year ended December 31, 2021.

•Additional Misstatements:

•Disclosure errors:


	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)

•Other Disclosure Errors:


	Year Ended December 31, 2021
	As Previously Reported		as Restated
Gain on dilution	$	181	$	503

Segment Information

Coronavirus (COVID-19)

Going Concern

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Foreign Currencies

The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other income, net in the consolidated statements of operations and comprehensive loss.

Cash, Cash Equivalents, and Restricted Cash

the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020.


	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

Trade and Other Receivables

Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. As of December 31, 2021 and 2020, the Company recognized an allowance for doubtful accounts of $1,235 and $1,325, respectively.

Other Current Assets

Property, Plant and Equipment, net

The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted.

Leases

Impairment of Long-Lived Assets

Equity Method Investments

Simple Agreement for Future Equity (SAFE)

Warrants

Long-Term Debt and Debt Issuance Costs

Legal and Contingencies

Revenue Recognition

Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components.

Carbon Capture and Transformation

The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method when certain revenue recognition requirements are met. Management has determined that the milestone completion and the associated contractual payment amounts are an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606.

Research and Development Services

The Company performs research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and other contract research, including projects with the U.S. Department of Energy. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when such milestones are contractually defined, or based on stage of contract completion when not defined. For the latter, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606, Revenue from Contracts with Customers, and estimates its variable consideration under the expected value method. Accordingly, the Company records a liability based on milestones achieved and the expected repayment of the development costs.

Collaboration Arrangements

The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transactions under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

Cost of Revenues

Research and Development

We incur research and development costs associated with various R&D activities and expense these costs as incurred.

Stock-Based Compensation

Income Taxes

Related Party Transactions

The Company follows ASC 850-10, Related Party Transactions, for the identification of related parties and disclosure of related party transactions.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period.

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities, for more information.

Concentration of Credit Risk and Other Risks and Uncertainties (Restated)

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

Recently Adopted Accounting Pronouncements

Recently Announced Accounting Pronouncements

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $13.8 million, inclusive of $1.5 million of underwriting discount, approximately $5.3 million in deferred underwriting commissions, approximately $6.5 million in fair value of Class B common stock issued to Anchor Investors, and approximately $0.5 million in other offering costs. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) purchased 15,480,000 units in the initial public offering. None of the Anchor Investors are affiliated with any member of the Company’s management. The underwriters had a 45-day option from the date of the underwriting agreement (August 3, 2021) to purchase up to an additional 2,250,000 units to cover over-allotments. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 shares of Class B common stock that were subject to forfeiture to be forfeited. Note 3 — Initial Public Offering On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $13.8 million, inclusive of $1.5 million of underwriting discount, approximately $5.3 million in deferred underwriting commissions, approximately $6.5 million in fair value of Class B common stock issued to Anchor Investors, and approximately $0.5 million in other offering costs. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) purchased 15,480,000 units in the initial public offering. None of the Anchor Investors are affiliated with any member of the Company’s management. The underwriters had a 45-day option from the date of the underwriting agreement (August 3, 2021) to purchase up to an additional 2,250,000 units to cover over-allotments. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 shares of Class B common stock that were subject to forfeiture to be forfeited.

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Note 4 — Related Party Transactions

Founder Shares

Private Placement

Related Party Loans and Advances

Working Capital Loans

Administrative Service Fee

Note 4 — Related Party Transactions

Founder Shares

Private Placement

Related Party Loans and Advances

Administrative Service Fee

Note 9 — Related Party Transactions


	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

The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5, Investments, for more information.

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due to the Company of $24. The lease commenced upon execution of the lease agreement and was subsequently amended in 2022 to extend the Pre-Development Term and annual rent amount. Refer to Note 12, Leases, for more information.

Related Party Transactions

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. During the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $495 and $285, respectively, under the transition services agreement. The Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5 - Investments. As a result, during the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $428 and $2,740, respectively.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering. The Company recognized approximately $4.9 million of the commissions waiver as a reduction to additional paid-in capital in the condensed statements of changes in stockholders’ deficit for the three and nine months ended September 30, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit. The remaining balance of approximately $172,000 is recognized as a gain from extinguishment of deferred underwriting commissions on public warrants in the condensed statements of operations, which represents the original amount expensed in the Company’s initial public offering. On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $500,000 for its role as co-placement agent, $7,500,000 for its role as exclusive financial advisor and $5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements. Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. Commitments and Contingencies Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2022 and December 31, 2021, the Company does not have any reasonable possible or probable losses from such claims. Commitments and ContingenciesLitigationThe Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of December 31, 2021 and December 31, 2020, it is not probable that the Company has incurred any losses from such claims.

Class A Common Stock Subject to Possible Redemption

9 Months Ended

Sep. 30, 2022

Class A Common Stock Subject to Possible Redemption

Note 6 — Class A Common Stock Subject to Possible Redemption

The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table:


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

Note 6 — Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table:


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

Redeemable, Convertible Preferred Stock


	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

Redeemable, Convertible Preferred Stock

The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts):


	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 issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows:


	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

that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values.

Stockholders' Deficit	9 Months Ended
Stockholders' Deficit	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity (Deficit)	Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Note 7 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Shareholders’ EquityThe securities of the Company are represented by common shares, par value $0.0001 per share. Each common share is entitled to one vote. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all common shares shall participate pro rata in such payment whenever funds are legally available and when declared by the Board of Directors of the Company, subject to the prior rights of holders of all classes of stock outstanding.

Warrants	9 Months Ended
Warrants	Sep. 30, 2022
Warrants and Rights Note Disclosure [Abstract]
Warrants	Note 8 — Warrants As of September 30, 2022 and December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: •in whole and not in part; •at a price of $0.01 per warrant; •upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and •if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: •in whole and not in part; •at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and •if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Note 8 — Warrants As of December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: •in whole and not in part; •at a price of $0.01 per warrant; •upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and •if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: •in whole and not in part; •at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and •if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Note 9 — Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:

September 30, 2022


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

December 31, 2021


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

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows:


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

Note 9 — Fair Value Measurement


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

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:


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

Note 6 — Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands):


	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

Warrants

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021:


	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	—		%	—		%

SAFE Liability and SAFE Warrant

In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The SAFE had not yet converted as a qualifying financing had not yet occurred as of September 30, 2022. At September 30, 2022, the SAFE had a fair value of $27,221 and was recorded within current liabilities on the condensed consolidated balance sheet.

Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows:


	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	—	%	—	%

The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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	$	—	$	—

Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands):


	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

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows:


	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	—	%	—	%

The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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

Income Taxes

9 Months Ended

Sep. 30, 2022

Note 10 — Income Taxes

The Company files income tax returns in the U.S. federal and Connecticut jurisdictions and are subject to examination. The income tax provision consists of the following:


	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	$	—

The Company’s net deferred tax assets are as follows:


	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	$	—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 28, 2021 (inception) through December 31, 2021, the valuation allowance was $290,181. As of December 31, 2021, the Company had $380,351 of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income.

There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:


	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	%

Income Taxes

The Company is subject to federal state income taxes in the United States, as well as income taxes in foreign jurisdictions in which it conducts business. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized for the nine months ended September 30, 2022 and 2021.

The Company recorded an income tax expense of $0 for the nine months ended September 30, 2022 and 2021, representing an effective tax rate of 0%. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the first nine months ended September 30, 2022 is primarily due to a full valuation allowance related to the Company's U.S. deferred tax assets and tax benefits in the Company's foreign jurisdictions. For the first nine months ended September 30, 2021, the Company's effective tax rate was computed based on income tax rate in New Zealand of 28.0% as the Company was still domiciled in New Zealand. The Company reassesses the need for a valuation allowance on a quarterly basis. If it is determined that a portion or all of the valuation allowance is not required, it will generally be a benefit to the income tax provision in the period such determination is made.

The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. The Company is subject to audits for tax years 2009 and onward for federal purposes. There are tax years which remain subject to examination in various other state and foreign jurisdictions that are not material to the Company's financial statements.

During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes which was fully offset by net operating loss carryforwards and deferred R&D credits in New Zealand. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes.

Income Taxes

The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
United States	$	(39,860)	$	106
New Zealand	$	(7,551)	$	(40,651)
Foreign	$	722	$	2,832
Total	$	(46,689)	$	(37,713)

The components of income tax expense were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current:
United States	$	—	$	—
New Zealand	$	—	$	—
Foreign	$	—	$	—
Total	$	—	$	—
Deferred:
United States	—		—
New Zealand	—		—
Foreign	—		—
Total	—		—

The following table is a reconciliation of income taxes computed at the statutory federal income tax rate (21.0% federal income tax rate in the United States for 2021 and 28.0% federal income tax rate in the New Zealand for

2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):


	Year Ended December 31,
	2021				2020
	as Restated				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	$	—	—	%	$	—	—	%

Deferred Taxes

Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:	as Restated		as Restated
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:	$	—	$	—

At December 31, 2021 and 2020, the Company had $299,194 and $271,390, respectively, of tax losses and credits carried forward subject to shareholder continuity and acceptance in the countries where the Company has tax losses carried forward. R&D tax credits included within these amounts are $35,147 and $40,556, respectively, which may be available to offset future income tax liabilities. At December 31, 2021 and 2020, the net operating loss and credit carryforwards are comprised of $239,559 and $196,442 in the United States, $22,203 and $18,104 in state and local, $35,116 and $54,334 in New Zealand, and $4,589 and $2,510 in other foreign jurisdictions, respectively. At December 31, 2021 and 2020, the Company had net operating loss carryforwards of approximately $136,454 and $132,373, respectively, that expire in various years from 2022 through 2037, plus $127,593 and $98,462, respectively, for which there is no expiration date.

Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rate of return and the value of the corporation at the time of a “change of ownership” as defined by Section 382. The Company had a change in ownership in November 2014. Therefore, the Company’s ability to utilize its net operating loss carryforwards incurred prior to the 2014 ownership change, will be subject in future periods to annual limitations.

In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2021 and 2020, a valuation allowance of $113,276 and $108,300, respectively, was recorded against certain deferred tax assets based on this assessment. The Company believes it is more-likely-than-not that the tax benefit of the remaining net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes.

The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized as of December 31, 2021 and 2020.

At December 31, 2021 and 2020, the Company had no tax liability or benefit related to uncertain tax positions. No interest or penalties related to uncertain taxes have been recognized on the accompanying consolidated statements of operations. Management does not expect a significant change in uncertain tax positions during the twelve months subsequent to December 31, 2021.

The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. During December 2021, the Internal Revenue Service completed an income tax examination of the Company’s U.S. federal income tax return for the year ended December 31, 2016, which resulted in no impact to the Company’s consolidated financial statements. The Company has no other ongoing tax examinations with domestic or foreign taxing authorities.

During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events On October 18, 2022, the Company entered into additional subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “Additional PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share to the Additional PIPE Investors. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review and except in the case of the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Proposed Business Combination If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination. Subsequent Events The Company has evaluated events occurring subsequent to September 30, 2022 through December 12, 2022, the date the condensed consolidated financial statements were available to be issued. The Company has identified two transactions with BGTF LT Aggregator LP (“Brookfield”), an affiliate of Brookfield Asset Management Inc, and a transaction with LanzaJet, described as follows: Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500,000,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. Brookfield SAFE On October 2, 2022, LanzaTech entered into a Simple Agreement for Future Equity (the “Brookfield SAFE”) with Brookfield. Under the Brookfield SAFE, LanzaTech agreed to issue to Brookfield the right to certain shares of its capital stock, the issuance of which is conditional upon LanzaTech obtaining certain necessary stockholder approvals and waivers, in exchange for the payment of $50,000,000 (the “Initial Purchase Amount”). On the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”) less any Non-Repayable Amount (as described below), plus interest in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur. Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which LanzaTech issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock). For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount will be reduced by $5,000,000 (such cumulative reductions the “Non-Repayable Amount”). Upon the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), and thereafter, the Non-Repayable Amount will convert automatically on an as accrued basis. LanzaJet Shareholder Loan On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. The Company has committed to purchase $5.5 million of Subordinated Secured Notes in a funding scheduled to occur on May 1, 2023. The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation. Each purchaser of Notes under the Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser (which, in the case of the Company, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet). The LanzaJet Note Purchase Agreement may be amended with the approval of holders of FPF and all holders of the LanzaJet Notes. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. Amended Merger Agreement The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. Subsequent Events The Company has evaluated events occurring subsequent to December 31, 2021 through May 9, 2022, the date the consolidated financial statements were available to be issued. The Company is not aware of any significant or material subsequent event that would require disclosure. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Merger”). In connection with the Merger, AMCI will be renamed LanzaTech Global, Inc (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. In connection with the Merger Agreement, on March 8, 2022, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Merger.

Description of the Business	9 Months Ended
Description of the Business	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity to date relates to the Company’s formation and the initial public offering (as defined below), described below and since the initial public offering, its search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering (the “initial public offering”) of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000 which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s unaudited condensed statements of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by August 6, 2023. Proposed Business Combination On March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). The transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Business Combination.” The time of the closing of the Proposed Business Combination is referred to herein as the “Closing.” If the Proposed Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Proposed Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Proposed Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $3.5 million , not taking into account tax obligations of approximately $536,000 that may be paid from income from investments held in the trust account. The Company’s liquidity needs up to September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of Founder Shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, and the mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before August 6, 2023 raises substantial doubt about the Company’s ability to continue as a going concern. Although Management expects that it will be able to raise additional capital to support its planned activities and complete a business combination on or prior to August 6, 2023, it is uncertain whether it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after August 6, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a business combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the trust account for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from January 28, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“initial public offering”), described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s statement of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account (the “trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Proposed Business Combination As more fully described in Note 11, on March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). Upon consummation of the transactions, the Company will change its name to “LanzaTech Global, Inc.” Liquidity and Going Concern As of December 31, 2021, the Company had approximately $0.3 million in its operating bank account and a working capital deficit of approximately $0.1 million. The Company’s liquidity needs up to December 31, 2021 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of founder shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company would not be able to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. As such, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2021, no adjustments have been made to the carrying amounts of assets or liabilities. Description of the Business The reporting entity is LanzaTech NZ, Inc. (formerly known as LanzaTech New Zealand Limited) and its subsidiaries (collectively, “the Company” or "LanzaTech"). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to migrate its country of domicile from New Zealand to Delaware, in the United States, and change its corporate name to “LanzaTech NZ, Inc.” The amendment was approved by the Board of Directors of LanzaTech and was effected by the filing of a Certificate of Incorporation with the Delaware Secretary of State. The registered office location is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The Company licenses its technology to customers, performs research and development in biotechnology, and provides engineering and other related services for commercial and government customers. Using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals. The Company employs a licensing business model whereby its customers build, own and operate facilities that use the Company's technology, and in return, the Company is paid royalties based on the revenue generated from the use of its technology. In 2018, the Company, through its partners, launched the world’s first commercial waste gas to ethanol plant in China, followed by a second one in 2021, also in China, with others currently in development in various countries. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Business Combination”). In connection with the Business Combination, AMCI will be renamed LanzaTech Global, Inc. (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. In connection with the Merger Agreement, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Business Combination. Description of the BusinessThe reporting entity is LanzaTech NZ, Inc. (formerly known as LanzaTech New Zealand Limited) and its subsidiaries (collectively, “the Company”). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to migrate its country of domicile from New Zealand to Delaware, in the United States, and change its corporate name to “LanzaTech NZ, Inc.” The amendment was approved by the Board of Directors of LanzaTech and was effected by the filing of a Certificate of Incorporation with the Delaware Secretary of State. All necessary adjustments have been recorded to present fairly the Company's financial position as of December 31, 2021 and 2020 and the results of operations and cash flows for the years then ended. The registered office location is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The Company licenses its technology to customers, performs research and development in biotechnology, and provides engineering and other related services for commercial and government customers. Using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals. The Company employs a licensing business model whereby its customers build, own and operate facilities that use the Company's technology, and in return, the Company is paid royalties based on the revenue generated from the use of its technology. In 2018, the Company, through its equity method investee, launched the world’s first commercial waste gas to ethanol plant in China, followed by a second one in 2021, also in China, with others currently in development in various countries around the world.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Concentration of Credit Risk

Cash and Cash Equivalents

Use of Estimates

Investments Held in the Trust Account

Financial Instruments

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Offering Costs Associated With Initial Public Offering

Class A Common Stock Shares Subject to Possible Redemption

Derivative Financial Instruments

Income Taxes

Net Income (Loss) Per Share Of Common Stock

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Recent Accounting Pronouncements

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021.

Use of Estimates

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information.

Financial Instruments

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Offering Costs Associated with Initial Public Offering

Class A Common Stock Subject to Possible Redemption

Derivative Financial Instruments

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Net Income (Loss) Per Share of Common Stock

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Recent Accounting Pronouncements

Basis of Presentation and Principles of Consolidation

Going Concern

Use of Estimates

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Segment Information

Foreign Currencies

Cash and Cash Equivalents

Restricted Cash and Other Cash Flows from Operating Activities


	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

Trade and Other Receivables

Revenue Recognition

research activities to develop novel biocatalysts and related technologies, and sale of CarbonSmart ethanol produced using the Company's proprietary technologies.

Carbon Capture and Transformation

Research and Development Services

Collaboration Arrangements

CarbonSmart

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the nine months ended September 30, 2022 and 2021:


	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	%

Recently Announced Accounting Pronouncements

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting. Refer to Note 5 - Investments, for further information. The Company's maximum exposure to loss in connection with its interest in VIEs is its equity method investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 14, Related Party Transactions, for further details on the transactions with VIEs.

Restatement

Description of Errors Corrected

•Accounting for Equity Method Investments:

2021 was $322; and the impact on gain from equity method investees in the Consolidated Statements of Operations and Comprehensive Loss was $322 for the year ended December 31, 2021.

•Additional Misstatements:

•Disclosure errors:


	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)

•Other Disclosure Errors:


	Year Ended December 31, 2021
	As Previously Reported		as Restated
Gain on dilution	$	181	$	503

Segment Information

Coronavirus (COVID-19)

Going Concern

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Foreign Currencies

The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other income, net in the consolidated statements of operations and comprehensive loss.

Cash, Cash Equivalents, and Restricted Cash

the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020.


	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

Trade and Other Receivables

Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. As of December 31, 2021 and 2020, the Company recognized an allowance for doubtful accounts of $1,235 and $1,325, respectively.

Other Current Assets

Property, Plant and Equipment, net

The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted.

Leases

Impairment of Long-Lived Assets

Equity Method Investments

Simple Agreement for Future Equity (SAFE)

Warrants

Long-Term Debt and Debt Issuance Costs

Legal and Contingencies

Revenue Recognition

Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components.

Carbon Capture and Transformation

The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method when certain revenue recognition requirements are met. Management has determined that the milestone completion and the associated contractual payment amounts are an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606.

Research and Development Services

The Company performs research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and other contract research, including projects with the U.S. Department of Energy. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when such milestones are contractually defined, or based on stage of contract completion when not defined. For the latter, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606, Revenue from Contracts with Customers, and estimates its variable consideration under the expected value method. Accordingly, the Company records a liability based on milestones achieved and the expected repayment of the development costs.

Collaboration Arrangements

The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transactions under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

Cost of Revenues

Research and Development

We incur research and development costs associated with various R&D activities and expense these costs as incurred.

Stock-Based Compensation

Income Taxes

Related Party Transactions

The Company follows ASC 850-10, Related Party Transactions, for the identification of related parties and disclosure of related party transactions.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period.

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities, for more information.

Concentration of Credit Risk and Other Risks and Uncertainties (Restated)

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

Recently Adopted Accounting Pronouncements

Recently Announced Accounting Pronouncements

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options, warrants, and contingently redeemable preferred stock, to the extent dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	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)

__________________

(1)In periods in which the Company reports a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.

As of September 30, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	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

Under the organizational documents of the Company, the preferred shares are convertible by the holder at any time at their option. In addition, the preferred shares will automatically convert into common shares upon either (i) the determination of the holders of certain requisite preferred shares of the Company (which determination will be submitted for approval by such stockholders in connection with the Business Combination described in Note 1, Description of the Business), or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, such as the Business Combination, unless such conversion is otherwise effected pursuant to clause (i) above). Such conversion would be at a 1:1 ratio, adjusted for certain corporate events. Upon conversion of the preferred shares, the cumulative accrued and declared dividends will become payable. The additional 29,521,810 of potential shares of common stock resulting from any such conversion are not included in the computation of diluted net loss per share in the nine months ended September 30, 2022 and 2021, respectively, because doing so would be anti-dilutive. In connection with the SAFE, see Note 6 - Fair Value, the Company could issue additional potential shares of common stock upon closing of the Business Combination. Further, under the Simple Agreement for Future Equity ("SAFE") warrant, additional potential shares of common stock could be issued upon closing of the Business Combination and exercise of the warrant. These potential shares of common stock have not been issued as of September 30, 2022. The per share issuance price for the SAFE and SAFE warrant upon closing of the Business Combination is 100% of the liquidity price. If another qualified liquidity event occurs instead, the issuance price is 90% of the liquidity price.

Net Loss Per ShareBasic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options, warrants, and contingently redeemable preferred stock, to the extent dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	Year Ended December 31,
	2021		2020
	as Restated		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)

__________________

(1)In periods in which the Company reports a net loss, all stock-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.

As of December 31, 2021 and 2020, potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive include the following:


	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

Under the organizational documents of the Company, the preferred shares will automatically convert into common shares upon either (i) the determination of the holders of certain requisite preferred shares of the Company (which determination will be submitted for approval by such stockholders in connection with the Merger described below in Note 20) or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, such as the Merger, unless such conversion is otherwise effected pursuant to clause (i) above). Such conversion would be at a 1:1 ratio, adjusted for certain corporate events.Upon conversion of the preferred shares, the cumulative accrued and declared dividends will become payable. The additional 29,521,810 and 25,729,542 of potential shares of common stock resulting from any such conversion are not included in the computation of diluted net loss per share in 2021 and 2020, respectively, because neither an initial public offering nor a stockholder determination of such conversion had occurred at the end of the period. In connection with the SAFE, see Note 10 - Simple Agreement for Future Equity, the Company could issue additional potential shares of common stock upon closing of the Merger. Further, under the SAFE warrant, see Note 6 – Fair Value and Note 11 – Warrants Liability, additional potential shares of common stock could be issued upon closing of the Merger and exercise of the warrant. These potential shares of common stock have not been issued as of December 31, 2021. The per share issuance price for the SAFE and SAFE warrant upon closing of the Merger is 100% of the liquidity price. If another qualified liquidity event occurs instead, the issuance price is 90% of the liquidity price.

Revenues

9 Months Ended

Sep. 30, 2022

Revenues

Note 4 — Revenues

Disaggregated Revenue

The following table presents disaggregated revenue in the following categories (in thousands):


	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

Revenue from collaborative partners of $1,733 and $2,662 for the nine months ended September 30, 2022 and 2021, is included in the table above within joint development agreements. Revenue from related parties is included in licensing for $1,620 and $1,518 with the remaining revenue of $496 and $830 in Engineering and other services, for the nine months ended September 30, 2022 and 2021, respectively.

The following table presents disaggregation of the Company’s revenues by customer location for the nine months ended September 30, 2022 and 2021 (in thousands):


	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

Contract balances

The following table provides changes in contract assets and liabilities (in thousands):


	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

The increase in contract assets was mostly due to unbilled accounts receivables from contracts with customers where the Company performed engineering and other services, while the decrease in contract liabilities was primarily due to the recognition of revenue during the period related to advance payments previously received by the Company for engineering and other services contracts with customers. As of September 30, 2022 and December 31, 2021 the Company had $11,588 and $2,878, respectively, of billed accounts receivable, net of allowance.

The contract liability balance is comprised of unconditional payments received from the Company’s customers prior to the satisfaction of the related performance obligations. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. The Company expects to recognize the amounts classified as current contract liabilities, in revenue within one year or less and those classified as non-current within two to three years.

Remaining performance obligations

Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes unearned revenue that will be recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including the length of the contract term compared to the research term and the existence of customer specific acceptance rights.

Remaining performance obligations consisted of the following (in thousands):


	As of
	September 30, 2022		December 31, 2021
Current	$	2,968	$	3,476
Non-current	11,119		13,901
Total	$	14,087	$	17,377

Revenues

Disaggregated Revenue

The following table presents disaggregated revenue in the following categories (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		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

Revenue from collaborative partners is included in the table above within joint development agreements.

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		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

Contract balances

The following table provides changes in contract assets and liabilities during the year ended December 31, 2021.


	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

The increase in contract assets was mostly due to unbilled accounts receivables from contracts with customers where the Company performed engineering and other services, while the increase in contract liabilities was primarily due to advance payments received under engineering and other services. As of December 31, 2021 and 2020 the Company had $2,878 and $5,521, respectively, of billed accounts receivable.

Remaining performance obligations

Remaining performance obligations consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Current	$	3,476	$	5,480
Non-current	13,901		11,291
Total	$	17,377	$	16,771

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Equity Method Investments and Joint Ventures [Abstract]

Investments

9 Months Ended

Sep. 30, 2022

The Company’s investments consisted of the following (in thousands):


	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

LanzaJet

On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet, Inc. (“LanzaJet”) in connection with an investment agreement (“Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606 Revenue from Contracts with Customers. The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. During the nine months ended September 30, 2022 and 2021, the Company has recognized revenue from this arrangement of $1,620 and $1,516 respectively, net of intra-entity profit elimination. As of September 30, 2022 and December 31, 2021, the Company has recorded deferred revenue of $8,734 and $10,746, respectively. Intra-entity profits related to revenue contracts with LanzaJet are $395 and $497 as of September 30, 2022, and 2021, respectively. Intra-entity profit is amortized over the 15-year amortization period through 2034.

Between February 1, 2021 and April 4, 2021, LanzaJet closed two additional rounds of investment which reduced the Original Interest to 25%. As a result, the Company recognized a gain on dilution of $503. The Company retained its contingent right to receive an additional interest in LanzaJet of up to 45 million shares for no additional consideration.

The carrying value of our equity method investment in LanzaJet as of September 30, 2022 and December 31, 2021 was approximately $3,600 and $3,100 less than our proportionate share of our equity method investees’ book values, respectively. The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which we may become entitled in exchange for our contribution of intellectual property to LanzaJet. The variable consideration we may receive will be in the form of additional ownership interests and the majority of the basis difference will reverse in connection with recognition of that variable consideration.

In connection with a sublicense agreement to LanzaJet under our license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of September 30, 2022 and December 31, 2021.

SGLT

On September 28, 2011, the Company contributed RMB 25,800 (approx. $4,000) in intellectual property in exchange for 30% of the registered capital of Beijing ShouGang LanzaTech Technology Co., LTD (“SGLT”).

As of December 31, 2021, the Company’s interest in SGLT’s registered capital is approximately 10.01%. As the result of the admittance of new investors, the Company recognized a gain from dilution of $3,014 during the nine months ended September 30, 2021. On April 29, 2022, SGLT closed a round of financing which reduced the Company's ownership to 9.31% and resulted in the recognition of gain from dilution of $3,368. On September 30, 2022, management of the Company determined that the Company no longer had significant influence over the operating and financial policies of SGLT due to the significant and sustained decrease in SGLT's technological dependence on LanzaTech. As such, as of September 30, 2022, the Company ceased applying the equity method and reclassified cumulative currency translation adjustments associated with its investment in SGLT of $928 to include those adjustments in the carrying value of its investment. Prospectively, the Company will account for its investment in the equity security of SGLT using the alternative measurement principals as permitted under ASC 321, Investments - Equity Securities, because SGLT's fair value is not readily determinable. As the change is effective on September 30, 2022, the Company recorded SGLT's attributable net loss of $76, for the nine months ended September 30, 2022, on the condensed consolidated statements of operations.

Subsequently, under the alternative measurement method, LanzaTech will adjust the carrying value for observable changes in price and will reassess whether its investment in SGLT continues to qualify for such method. Additionally, LanzaTech will perform a qualitative assessment and recognize an impairment if their are sufficient indicators that the fair value of the SGLT investment is less than its carrying value. The changes in value and impairment charges (if any), are recorded in other (expense) income, net in the condensed consolidated statement of operations.

As of September 30, 2022 and December 31, 2021, there were no impairments of either equity investees. During the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company received no dividends from equity investments.

Fair Value

9 Months Ended

Sep. 30, 2022

Fair Value

Note 9 — Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:

September 30, 2022


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

December 31, 2021


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

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows:


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

Note 9 — Fair Value Measurement


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

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:


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

Note 6 — Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands):


	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

Warrants

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021:


	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	—		%	—		%

SAFE Liability and SAFE Warrant

In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The SAFE had not yet converted as a qualifying financing had not yet occurred as of September 30, 2022. At September 30, 2022, the SAFE had a fair value of $27,221 and was recorded within current liabilities on the condensed consolidated balance sheet.

Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows:


	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	—	%	—	%

The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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	$	—	$	—

Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands):


	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

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows:


	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	—	%	—	%

The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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

Income Taxes

9 Months Ended

Sep. 30, 2022

Note 10 — Income Taxes

The Company files income tax returns in the U.S. federal and Connecticut jurisdictions and are subject to examination. The income tax provision consists of the following:


	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	$	—

The Company’s net deferred tax assets are as follows:


	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	$	—

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:


	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	%

Income Taxes

The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
United States	$	(39,860)	$	106
New Zealand	$	(7,551)	$	(40,651)
Foreign	$	722	$	2,832
Total	$	(46,689)	$	(37,713)

The components of income tax expense were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current:
United States	$	—	$	—
New Zealand	$	—	$	—
Foreign	$	—	$	—
Total	$	—	$	—
Deferred:
United States	—		—
New Zealand	—		—
Foreign	—		—
Total	—		—

2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):


	Year Ended December 31,
	2021				2020
	as Restated				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	$	—	—	%	$	—	—	%

Deferred Taxes

Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:	as Restated		as Restated
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:	$	—	$	—

The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. During December 2021, the Internal Revenue Service completed an income tax examination of the Company’s U.S. federal income tax return for the year ended December 31, 2016, which resulted in no impact to the Company’s consolidated financial statements. The Company has no other ongoing tax examinations with domestic or foreign taxing authorities.

During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes.

Share-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Compensation

The Company offers share option plans to employees, directors, and others providing similar employee-related services, which meet the definition of an equity-settled share-based payment.

Stock Options

The Company has five ownership-based participation rights schemes for employees, directors, and certain third-party providers. In accordance with the provisions of the schemes, as approved by the directors and shareholders, grantees have been granted options to purchase common shares at an exercise price based on the fair value price of the Company’s common shares on the date of grant as approved by the directors. The stock options generally have a service condition of two to five years and vest over time as the service condition is being satisfied. Upon termination of employment, unvested stock options are evaluated for forfeiture or modifications, subject to the terms of the awards and Company's policies.

Stock option awards outstanding as of September 30, 2022 and changes during the period ended September 30, 2022 were as follows:


	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

The Company recorded compensation expense of $2,067 and $1,790 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Unrecognized compensation costs as of September 30, 2022 was $3,835 and will be recognized over a weighted average of 2.27 years.

Restricted Stock Awards (“RSAs”)

RSAs become eligible to vest upon the satisfaction of a time-based service condition. However, in order to vest, a liquidity event, defined as acquisition, asset transfer, or initial listing, must occur within 10 years from the grant date. Upon a liquidity event, if the participant’s service has not terminated, the entire RSA award vests in full, whether or not previously eligible for vesting. If the participant’s service has terminated and they have satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting shall immediately vest in full. The time-based service requirements of the RSAs have a maximum term of three years from the date of grant.

As of September 30, 2022, there were 579,660 outstanding unvested shares for a weighted average fair value of $4.72. There were no changes during the nine months ended September 30, 2022.

As of September 30, 2022, and September 30, 2021 the Company concluded that the liquidity event performance condition described above for the RSAs was not probable of being satisfied at such time. As a result, the Company did not recognize any compensation cost during the nine months ended September 30, 2022 and September 30, 2021 for any RSAs granted.

Stock-Based Compensation

The Company offers share option plans to employees, directors, and others providing consulting services, which meet the definition of an equity-settled stock-based payment.

Stock Options

The Company has five ownership-based participation rights schemes for employees, directors, and certain third-party providers. In accordance with the provisions of the schemes, as approved by the directors and shareholders, grantees have been granted options to purchase common shares at an exercise price based on the fair value price of the Company’s common shares on the date of grant as approved by the directors. The stock options generally have a service condition of two to five years and vest over time as the service condition is being satisfied. In November 2020, the Company granted 151,068 options which have a performance condition that accelerates vesting on liquidity event. All stock options have a term of 10 years from the date of grant. Upon termination of employment, unvested stock options are evaluated for forfeiture or modifications, subject to the terms of the awards and Company's policies.

Stock option awards outstanding as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows:


	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

The Company recorded compensation expense of $2,531 and $2,392 for the years ended December 31, 2021 and 2020, respectively. Unrecognized compensation costs as of December 31, 2021 was $6,120 and will be recognized over a weighted average of 2.7 years.

The fair value of each stock option award was estimated on each grant date using the Black-Scholes option pricing model. The following assumptions were used and required significant judgment to determine:

•Expected Term — the Company used the “simplified method” for estimating the expected term of plain-vanilla options, whereby the expected term equals the arithmetic average of the vesting term and LanzaTech’s contractual term of the option.

•Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury zero-coupon instruments with maturities similar to the expected term of LanzaTech’s stock options.

•Expected Dividend — the expected dividend yield is based on the Company's expectation of future dividend payouts to common stockholders.

•Expected Volatility — Due to the Company's limited historical data, a group of similar companies that are publicly traded was used to estimate the expected volatility. The historical volatility data was computed using the daily closing prices for the various companies' shares during the equivalent period of the calculated expected term of the stock-based awards.

The following table summarizes the weighted-average assumptions applied in the Black-Scholes valuation of options for awards subject to expense recognition for the first time in the period, for the years ended December 31, 2021 and 2020:


	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	—		%	—		%

The weighted-average grant date fair value of options granted during 2021 and 2020 was $6.29 and $3.99 per option, respectively.

Restricted Stock Awards (“RSAs”)

RSAs as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows:


	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

As of December 31, 2021 and 2020, the Company concluded that the liquidity event performance condition described above for the RSAs was not probable of being satisfied at such time. As a result, the Company did not recognize any compensation cost during the years ended December 31, 2021 and 2020 for any RSAs granted.

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Note 4 — Related Party Transactions

Founder Shares

Private Placement

Related Party Loans and Advances

Working Capital Loans

Administrative Service Fee

Note 4 — Related Party Transactions

Founder Shares

Private Placement

Related Party Loans and Advances

Administrative Service Fee

Note 9 — Related Party Transactions


	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

The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5, Investments, for more information.

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due to the Company of $24. The lease commenced upon execution of the lease agreement and was subsequently amended in 2022 to extend the Pre-Development Term and annual rent amount. Refer to Note 12, Leases, for more information.

Related Party Transactions

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. During the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $495 and $285, respectively, under the transition services agreement. The Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5 - Investments. As a result, during the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $428 and $2,740, respectively.

Redeemable, Convertible Preferred Stock

9 Months Ended

Sep. 30, 2022

Redeemable, Convertible Preferred Stock

Note 6 — Class A Common Stock Subject to Possible Redemption

The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table:


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

Note 6 — Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table:


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

Redeemable, Convertible Preferred Stock


	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

Redeemable, Convertible Preferred Stock

The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts):


	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 issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows:


	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

that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering. The Company recognized approximately $4.9 million of the commissions waiver as a reduction to additional paid-in capital in the condensed statements of changes in stockholders’ deficit for the three and nine months ended September 30, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit. The remaining balance of approximately $172,000 is recognized as a gain from extinguishment of deferred underwriting commissions on public warrants in the condensed statements of operations, which represents the original amount expensed in the Company’s initial public offering. On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $500,000 for its role as co-placement agent, $7,500,000 for its role as exclusive financial advisor and $5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements. Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. Commitments and Contingencies Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2022 and December 31, 2021, the Company does not have any reasonable possible or probable losses from such claims. Commitments and ContingenciesLitigationThe Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of December 31, 2021 and December 31, 2020, it is not probable that the Company has incurred any losses from such claims.

Leases

9 Months Ended

Sep. 30, 2022

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. In February 2022, the lease agreement with LanzaJet was amended to extend the pre-development term of the lease until the earlier of commencement of construction of the alcohol-to-jet fuel facility on the leased land or December 31, 2023 and increased the annual base rent amount. The Company recognizes lease revenue on a straight-line basis over the life of the lease agreement.

The following table presents amounts included in Revenue from related party transactions in the Condensed Consolidated Statement of Operations related to lessor activity (in thousands):


	Nine months ended September 30,
	2022		2021
Lease income from operating leases	$	25	$	18

Leases

The Company leases certain office space and laboratory facilities. The Company’s lease agreements typically do not contain any significant guarantees of asset values at the end of a lease, renewal options or restrictive covenants. Pursuant to the Company’s adoption of ASC 842, Leases, all leases were classified as operating leases. During 2021 and 2020, the discount rate used in the calculation of lease liabilities was 7.5%, which is the estimate of the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term.

Total operating lease costs and variable lease costs for the years ended December 31, 2021 and 2020 were $2,126 and $2,077 and $2,575 and $1,813, respectively. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2021 and 2020 was $2,059 and $1,765, respectively.

As of December 31, 2021, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


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

The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases:


	Year Ended December 31,
	2021		2020
Weighted average remaining lease term (years)	2.4		3.4
Weighted average discount rate	7.5	%	7.5	%

Lessor Accounting

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. We recognize lease revenue on a straight-line basis over the life of the lease agreement. The following future minimum lease payments due to us from the lease agreement at December 31, 2021, is as follows (in thousands)


Year ending December 31,
2022	$	24
2023	24
2024	24
2025	24
2026	24
Thereafter	168
Total lease payments	$	288

Lease revenue totaled $24 and $14 for the years ended December 31, 2021 and 2020.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events On October 18, 2022, the Company entered into additional subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “Additional PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share to the Additional PIPE Investors. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review and except in the case of the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Proposed Business Combination If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination. Subsequent Events The Company has evaluated events occurring subsequent to September 30, 2022 through December 12, 2022, the date the condensed consolidated financial statements were available to be issued. The Company has identified two transactions with BGTF LT Aggregator LP (“Brookfield”), an affiliate of Brookfield Asset Management Inc, and a transaction with LanzaJet, described as follows: Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500,000,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. Brookfield SAFE On October 2, 2022, LanzaTech entered into a Simple Agreement for Future Equity (the “Brookfield SAFE”) with Brookfield. Under the Brookfield SAFE, LanzaTech agreed to issue to Brookfield the right to certain shares of its capital stock, the issuance of which is conditional upon LanzaTech obtaining certain necessary stockholder approvals and waivers, in exchange for the payment of $50,000,000 (the “Initial Purchase Amount”). On the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”) less any Non-Repayable Amount (as described below), plus interest in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur. Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which LanzaTech issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock). For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount will be reduced by $5,000,000 (such cumulative reductions the “Non-Repayable Amount”). Upon the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), and thereafter, the Non-Repayable Amount will convert automatically on an as accrued basis. LanzaJet Shareholder Loan On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. The Company has committed to purchase $5.5 million of Subordinated Secured Notes in a funding scheduled to occur on May 1, 2023. The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation. Each purchaser of Notes under the Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser (which, in the case of the Company, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet). The LanzaJet Note Purchase Agreement may be amended with the approval of holders of FPF and all holders of the LanzaJet Notes. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. Amended Merger Agreement The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. Subsequent Events The Company has evaluated events occurring subsequent to December 31, 2021 through May 9, 2022, the date the consolidated financial statements were available to be issued. The Company is not aware of any significant or material subsequent event that would require disclosure. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Merger”). In connection with the Merger, AMCI will be renamed LanzaTech Global, Inc (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. In connection with the Merger Agreement, on March 8, 2022, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Merger.

Description of the Business	9 Months Ended
Description of the Business	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity to date relates to the Company’s formation and the initial public offering (as defined below), described below and since the initial public offering, its search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering (the “initial public offering”) of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000 which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s unaudited condensed statements of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by August 6, 2023. Proposed Business Combination On March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). The transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Business Combination.” The time of the closing of the Proposed Business Combination is referred to herein as the “Closing.” If the Proposed Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Proposed Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Proposed Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $3.5 million , not taking into account tax obligations of approximately $536,000 that may be paid from income from investments held in the trust account. The Company’s liquidity needs up to September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of Founder Shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, and the mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before August 6, 2023 raises substantial doubt about the Company’s ability to continue as a going concern. Although Management expects that it will be able to raise additional capital to support its planned activities and complete a business combination on or prior to August 6, 2023, it is uncertain whether it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after August 6, 2023. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a business combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the trust account for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from January 28, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“initial public offering”), described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s statement of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account (the “trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Proposed Business Combination As more fully described in Note 11, on March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). Upon consummation of the transactions, the Company will change its name to “LanzaTech Global, Inc.” Liquidity and Going Concern As of December 31, 2021, the Company had approximately $0.3 million in its operating bank account and a working capital deficit of approximately $0.1 million. The Company’s liquidity needs up to December 31, 2021 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of founder shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company would not be able to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. As such, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2021, no adjustments have been made to the carrying amounts of assets or liabilities. Description of the Business The reporting entity is LanzaTech NZ, Inc. (formerly known as LanzaTech New Zealand Limited) and its subsidiaries (collectively, “the Company” or "LanzaTech"). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to migrate its country of domicile from New Zealand to Delaware, in the United States, and change its corporate name to “LanzaTech NZ, Inc.” The amendment was approved by the Board of Directors of LanzaTech and was effected by the filing of a Certificate of Incorporation with the Delaware Secretary of State. The registered office location is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The Company licenses its technology to customers, performs research and development in biotechnology, and provides engineering and other related services for commercial and government customers. Using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals. The Company employs a licensing business model whereby its customers build, own and operate facilities that use the Company's technology, and in return, the Company is paid royalties based on the revenue generated from the use of its technology. In 2018, the Company, through its partners, launched the world’s first commercial waste gas to ethanol plant in China, followed by a second one in 2021, also in China, with others currently in development in various countries. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Business Combination”). In connection with the Business Combination, AMCI will be renamed LanzaTech Global, Inc. (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. In connection with the Merger Agreement, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Business Combination. Description of the BusinessThe reporting entity is LanzaTech NZ, Inc. (formerly known as LanzaTech New Zealand Limited) and its subsidiaries (collectively, “the Company”). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to migrate its country of domicile from New Zealand to Delaware, in the United States, and change its corporate name to “LanzaTech NZ, Inc.” The amendment was approved by the Board of Directors of LanzaTech and was effected by the filing of a Certificate of Incorporation with the Delaware Secretary of State. All necessary adjustments have been recorded to present fairly the Company's financial position as of December 31, 2021 and 2020 and the results of operations and cash flows for the years then ended. The registered office location is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The Company licenses its technology to customers, performs research and development in biotechnology, and provides engineering and other related services for commercial and government customers. Using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals. The Company employs a licensing business model whereby its customers build, own and operate facilities that use the Company's technology, and in return, the Company is paid royalties based on the revenue generated from the use of its technology. In 2018, the Company, through its equity method investee, launched the world’s first commercial waste gas to ethanol plant in China, followed by a second one in 2021, also in China, with others currently in development in various countries around the world.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Concentration of Credit Risk

Cash and Cash Equivalents

Use of Estimates

Investments Held in the Trust Account

Financial Instruments

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Offering Costs Associated With Initial Public Offering

Class A Common Stock Shares Subject to Possible Redemption

Derivative Financial Instruments

Income Taxes

Net Income (Loss) Per Share Of Common Stock

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Recent Accounting Pronouncements

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021.

Use of Estimates

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information.

Financial Instruments

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Offering Costs Associated with Initial Public Offering

Class A Common Stock Subject to Possible Redemption

Derivative Financial Instruments

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Net Income (Loss) Per Share of Common Stock

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Recent Accounting Pronouncements

Basis of Presentation and Principles of Consolidation

Going Concern

Use of Estimates

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Segment Information

Foreign Currencies

Cash and Cash Equivalents

Restricted Cash and Other Cash Flows from Operating Activities


	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

Trade and Other Receivables

Revenue Recognition

research activities to develop novel biocatalysts and related technologies, and sale of CarbonSmart ethanol produced using the Company's proprietary technologies.

Carbon Capture and Transformation

Research and Development Services

Collaboration Arrangements

CarbonSmart

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the nine months ended September 30, 2022 and 2021:


	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	%

Recently Announced Accounting Pronouncements

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting. Refer to Note 5 - Investments, for further information. The Company's maximum exposure to loss in connection with its interest in VIEs is its equity method investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 14, Related Party Transactions, for further details on the transactions with VIEs.

Restatement

Description of Errors Corrected

•Accounting for Equity Method Investments:

2021 was $322; and the impact on gain from equity method investees in the Consolidated Statements of Operations and Comprehensive Loss was $322 for the year ended December 31, 2021.

•Additional Misstatements:

•Disclosure errors:


	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)

•Other Disclosure Errors:


	Year Ended December 31, 2021
	As Previously Reported		as Restated
Gain on dilution	$	181	$	503

Segment Information

Coronavirus (COVID-19)

Going Concern

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Foreign Currencies

The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other income, net in the consolidated statements of operations and comprehensive loss.

Cash, Cash Equivalents, and Restricted Cash

the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020.


	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

Trade and Other Receivables

Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. As of December 31, 2021 and 2020, the Company recognized an allowance for doubtful accounts of $1,235 and $1,325, respectively.

Other Current Assets

Property, Plant and Equipment, net

The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted.

Leases

Impairment of Long-Lived Assets

Equity Method Investments

Simple Agreement for Future Equity (SAFE)

Warrants

Long-Term Debt and Debt Issuance Costs

Legal and Contingencies

Revenue Recognition

Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components.

Carbon Capture and Transformation

The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method when certain revenue recognition requirements are met. Management has determined that the milestone completion and the associated contractual payment amounts are an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606.

Research and Development Services

The Company performs research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and other contract research, including projects with the U.S. Department of Energy. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when such milestones are contractually defined, or based on stage of contract completion when not defined. For the latter, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606, Revenue from Contracts with Customers, and estimates its variable consideration under the expected value method. Accordingly, the Company records a liability based on milestones achieved and the expected repayment of the development costs.

Collaboration Arrangements

The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transactions under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

Cost of Revenues

Research and Development

We incur research and development costs associated with various R&D activities and expense these costs as incurred.

Stock-Based Compensation

Income Taxes

Related Party Transactions

The Company follows ASC 850-10, Related Party Transactions, for the identification of related parties and disclosure of related party transactions.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period.

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities, for more information.

Concentration of Credit Risk and Other Risks and Uncertainties (Restated)

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

Recently Adopted Accounting Pronouncements

Recently Announced Accounting Pronouncements

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	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)

__________________

As of September 30, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	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

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	Year Ended December 31,
	2021		2020
	as Restated		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)

__________________

As of December 31, 2021 and 2020, potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive include the following:


	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

Revenues

9 Months Ended

Sep. 30, 2022

Revenues

Note 4 — Revenues

Disaggregated Revenue

The following table presents disaggregated revenue in the following categories (in thousands):


	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

The following table presents disaggregation of the Company’s revenues by customer location for the nine months ended September 30, 2022 and 2021 (in thousands):


	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

Contract balances

The following table provides changes in contract assets and liabilities (in thousands):


	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

Remaining performance obligations

Remaining performance obligations consisted of the following (in thousands):


	As of
	September 30, 2022		December 31, 2021
Current	$	2,968	$	3,476
Non-current	11,119		13,901
Total	$	14,087	$	17,377

Revenues

Disaggregated Revenue

The following table presents disaggregated revenue in the following categories (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		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

Revenue from collaborative partners is included in the table above within joint development agreements.

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		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

Contract balances

The following table provides changes in contract assets and liabilities during the year ended December 31, 2021.


	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

The increase in contract assets was mostly due to unbilled accounts receivables from contracts with customers where the Company performed engineering and other services, while the increase in contract liabilities was primarily due to advance payments received under engineering and other services. As of December 31, 2021 and 2020 the Company had $2,878 and $5,521, respectively, of billed accounts receivable.

Remaining performance obligations

Remaining performance obligations consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Current	$	3,476	$	5,480
Non-current	13,901		11,291
Total	$	17,377	$	16,771

Equity Method Investments and Joint Ventures [Abstract]

Investments

9 Months Ended

Sep. 30, 2022

The Company’s investments consisted of the following (in thousands):


		Year Ended December 31,
		2021		2020
Category	Balance Sheet Location	as Restated		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

Equity Method Investments

LanzaJet

On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet, Inc. (“LanzaJet”) and the right to future increase in ownership whereby LanzaTech could become a majority owner of LanzaJet if the intellectual property is used commercially in connection with an investment agreement (“Investment Agreement”). The Company also agreed to perform certain technical and administrative support services. LanzaJet is a sustainable fuels technology company dedicated to expanding sustainable aviation fuels (“SAF”) to reduce greenhouse gas emissions and the decarbonization of the aviation and transportation industries. LanzaJet’s access to the license is in perpetuity if certain key performance indicators (“KPI’s”) are met in accordance with the Investment Agreement. If these KPI’s are not met by December 31, 2025, the Company may terminate the license. The Company accounts for the transaction in accordance with ASC 606. The licensing and support services provided are recognized as a performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. During the years ended December 31, 2021

and 2020, the Company has recognized revenue from this arrangement of $2,025 and $1,018 and has recorded deferred revenue of $10,746 and $13,433 respectively. Further, the Company has eliminated intra-entity profits related to revenue contracts with LanzaJet of $662 and $549 as of December 31, 2021, and 2020, respectively. Intra-entity profit is amortized over the 15-year amortization period through 2034.

In addition to the Original Interest, the Investment Agreement allows at the option of the other investors party thereto to contribute additional funds towards building commercial plants and to receive a technology sublicense if certain KPI’s are met. At such point, the Company would receive an additional interest in LanzaJet of up to 45 million shares for no additional consideration at that time. There would be no additional LanzaJet Board of Director representation with the potential increased interest. The additional tranches of interests in LanzaJet received upon the achievement of certain KPIs represent non-monetary variable consideration. The Company has applied the variable consideration constraint per ASC 606 and recognized no variable consideration as of December 31, 2021 as the Company has determined that it is not probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company regularly reviews and updates its estimates. Any changes made are recorded as a cumulative adjustment in the period identified and revenue for future periods is recognized using the new adjusted estimate.

Between February 1, and April 4, 2021, LanzaJet closed two additional rounds of investment which reduced the Company's Original Interest to 25%. As a result, the Company recognized a gain on dilution of $503. The Company retained its right to receive additional interest in LanzaJet of up to 45 million shares for no additional consideration.

The carrying value of our equity method investments as of December 31, 2021 and 2020 was approximately $3,100 and $3,800 less than our proportionate share of our equity method investees’ book values, respectively. The basis differences relate primarily to our equity method investment in LanzaJet and are largely the result of a difference in the timing of recognition of variable consideration to which we may become entitled in exchange for our contribution of IP to LanzaJet. The variable consideration we may receive will be in the form of additional ownership interests and the majority of the basis difference will reverse in connection with recognition of that variable consideration.

SGLT

On September 28, 2011, the Company contributed RMB 25,800 (approx. $4,000) in intellectual property in exchange for 30% of the registered capital of SGLT. SGLT utilizes and develops technologies and know-how in connection with the production of anhydrous ethanol from steel mill waste gases. The contribution was recognized as revenue in 2011.

As of December 31, 2021 and 2020, as the result of the admittance of new investors, the Company’s interest in SGLT’s registered capital is approximately 10.01% and 11.14%, respectively. The Company recognized a gain from the dilution of $3,048 and $3,811 during the years ended December 31, 2021 and December 31, 2020, respectively. The Company has continued to apply the equity method of accounting to the investment as the Company maintains significant influence via representation on SGLT’s Board of Directors and SGLT's significant dependency on the intellectual property the Company contributed.

The following table presents summarized aggregated financial information of the equity method investments:


	Year Ended December 31,
	2021		2020
	as Restated		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		2020
	as Restated		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

As of December 31, 2021 and 2020, there were no impairments of equity method investees. During 2021 and 2020, the Company received no dividends from equity method investments. As of and for the years ended December 31, 2021 and December 31, 2020, sales, accounts receivable, and purchases and open accounts payable with equity method investees were as follows (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Sales	$	3,253	$	4,203
Accounts receivable	1,071		3,257
Purchases and open accounts payable	2,575		—

Fair Value

9 Months Ended

Sep. 30, 2022

Fair Value

Note 9 — Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:

September 30, 2022


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

December 31, 2021


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

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows:


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

Note 9 — Fair Value Measurement


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

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:


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

Note 6 — Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands):


	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

Warrants

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021:


	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	—		%	—		%

SAFE Liability and SAFE Warrant

In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The SAFE had not yet converted as a qualifying financing had not yet occurred as of September 30, 2022. At September 30, 2022, the SAFE had a fair value of $27,221 and was recorded within current liabilities on the condensed consolidated balance sheet.

Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows:


	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	—	%	—	%

The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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	$	—	$	—

Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands):


	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

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows:


	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	—	%	—	%

The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

9 Months Ended

Sep. 30, 2022

Other Current Assets

As of December 31, 2021 and 2020 other current assets consisted of the following (in thousands):


	2021		2020
Materials and supplies	$	2,900	$	1,952
Prepaid assets	1,503		1,419
Other	1,376		1,016
	$	5,779	$	4,387

Property, Plant, and Equipment

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

As of December 31, 2021 and 2020, the Company’s property, plant and equipment, net consisted of the following (in thousands):


	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

Depreciation for the years ended December 31, 2021 and 2020 totaled $3,806 and $2,979, respectively.

Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

As of December 31, 2021 and 2020, the Company’s debt consisted of the following (in thousands):


	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

In 2016, a loan facility was entered into with Venture Lending and Leasing VII, Inc. and Venture Lending and Leasing VIII, Inc. (the “2016 WTI Loan”) for a total of $17,500 available in three tranches, all of which have been drawn. Tranches one and two were fully repaid as of December 31, 2020. The coupon interest rate for each tranche is the WSJ prime rate, at the time of each drawdown, plus 9.0%, but not less than 12.5%. The term of each drawdown is 39 months, including nine months of interest-only payments. The loan facility was secured by all of the Company’s assets. In March 2021, the Company repaid $570 on outstanding amounts owed on the 2016 WTI loan facility. As of December 31, 2021, tranche three was fully repaid and the Company has no outstanding debt under this facility.

The Company was required to meet certain non-financial covenants in its loan facility agreement. In 2021 and 2020, the Company was in compliance with all non-financial covenants.

Paycheck Protection Program Loan

In April 2020, the Company was granted a loan in the amount of $3,065 pursuant to the Paycheck Protection Program (the “PPP Loan”) under the Coronavirus Aid, Relief and Economic Security Act. The PPP Loan has a two-year term and bears interest at a rate of 0.98% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contains events of default and other provisions customary for a loan of this type. The PPP Loan may be forgiven if used under program parameters for payroll, mortgage interest, and rent expenses. During 2021 and 2020, the Company was in compliance with the terms of the PPP Loan.

On September 28, 2021, the Company received notice that the obligation of $3,065 had been forgiven, and the Company has no outstanding debt under this program. The Company recorded the gain on extinguishment in the 2021 consolidated statement of operations and comprehensive loss.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1I
-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1E
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1I
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

SAFE	9 Months Ended
SAFE	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SAFE	SAFE In December 2021, the Company issued a SAFE that allows an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). Upon the occurrence of a change of control, the investor has the right to receive the greater of (i) a cash payment equal to the invested amount under such SAFE, or (ii) the consideration payable in such change of control in respect of the number of common shares equal to the invested amount divided by the liquidity price set forth in the applicable SAFE. Upon an initial public offering or a business combination with a special purpose acquisition company, the investor has the right to receive a number of common shares equal to the invested amount divided by the liquidity price set forth in the applicable SAFE, except that if a business combination with a special purpose acquisition company involves a private placement of newly issued shares, the invested amount will be treated as participating in such private placement and exchanged for a number of common shares equal to the invested amount divided by the price per share applicable in such private placement (subject to a discount upon certain circumstances). The SAFE also contains change of control and initial public offering settlement alternatives described above, that settle differently upon a next round financing such that it allows the investor to participate in future equity financings through a share-settled redemption at a discounted price to the price paid by other investors. That is, upon a future equity financing involving preferred shares, the SAFE would be settled into a number of preferred shares equal to the invested amount of the SAFE divided by a percentage of the discounted price investors paid to purchase preferred shares in the financing, with such discounted price calculated as a percentage of the price investors paid to purchase preferred shares in the financing.The SAFE had not yet converted to equity as a qualifying financing event had not occurred as of December 31, 2021. At December 31, 2021, the SAFE had a fair value of $28,271 and was recorded within current liabilities on the consolidated balance sheet.

Warrant Liabilities	9 Months Ended
Warrant Liabilities	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liabilities	Warrant LiabilitiesIn connection with certain loan borrowing agreements and equity raises, the Company issues warrants to purchase preferred shares. The Company evaluated the accounting treatment for the preferred share warrants issued and concluded pursuant to its evaluation of ASC 480, Distinguishing Liabilities From Equity, and determined that there is an obligation to issue a variable number of shares and as such, were considered a liability in the consolidated balance sheets. The warrant liability requires the Company to remeasure the value of the underlying warrants and report the effect of the changes on the Company’s operations until the warrants are exercised or expired. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying preferred shares for each reporting period.

Income Taxes

9 Months Ended

Sep. 30, 2022

Note 10 — Income Taxes

The Company files income tax returns in the U.S. federal and Connecticut jurisdictions and are subject to examination. The income tax provision consists of the following:


	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	$	—

The Company’s net deferred tax assets are as follows:


	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	$	—

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:


	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	%

Income Taxes

The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
United States	$	(39,860)	$	106
New Zealand	$	(7,551)	$	(40,651)
Foreign	$	722	$	2,832
Total	$	(46,689)	$	(37,713)

The components of income tax expense were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current:
United States	$	—	$	—
New Zealand	$	—	$	—
Foreign	$	—	$	—
Total	$	—	$	—
Deferred:
United States	—		—
New Zealand	—		—
Foreign	—		—
Total	—		—

2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):


	Year Ended December 31,
	2021				2020
	as Restated				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	$	—	—	%	$	—	—	%

Deferred Taxes

Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:	as Restated		as Restated
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:	$	—	$	—

The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. During December 2021, the Internal Revenue Service completed an income tax examination of the Company’s U.S. federal income tax return for the year ended December 31, 2016, which resulted in no impact to the Company’s consolidated financial statements. The Company has no other ongoing tax examinations with domestic or foreign taxing authorities.

During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Stock-Based Compensation

Share-Based Compensation

The Company offers share option plans to employees, directors, and others providing similar employee-related services, which meet the definition of an equity-settled share-based payment.

Stock Options

Stock option awards outstanding as of September 30, 2022 and changes during the period ended September 30, 2022 were as follows:


	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

Restricted Stock Awards (“RSAs”)

As of September 30, 2022, there were 579,660 outstanding unvested shares for a weighted average fair value of $4.72. There were no changes during the nine months ended September 30, 2022.

Stock-Based Compensation

The Company offers share option plans to employees, directors, and others providing consulting services, which meet the definition of an equity-settled stock-based payment.

Stock Options

The Company has five ownership-based participation rights schemes for employees, directors, and certain third-party providers. In accordance with the provisions of the schemes, as approved by the directors and shareholders, grantees have been granted options to purchase common shares at an exercise price based on the fair value price of the Company’s common shares on the date of grant as approved by the directors. The stock options generally have a service condition of two to five years and vest over time as the service condition is being satisfied. In November 2020, the Company granted 151,068 options which have a performance condition that accelerates vesting on liquidity event. All stock options have a term of 10 years from the date of grant. Upon termination of employment, unvested stock options are evaluated for forfeiture or modifications, subject to the terms of the awards and Company's policies.

Stock option awards outstanding as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows:


	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

•Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury zero-coupon instruments with maturities similar to the expected term of LanzaTech’s stock options.

•Expected Dividend — the expected dividend yield is based on the Company's expectation of future dividend payouts to common stockholders.


	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	—		%	—		%

The weighted-average grant date fair value of options granted during 2021 and 2020 was $6.29 and $3.99 per option, respectively.

Restricted Stock Awards (“RSAs”)

RSAs as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows:


	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

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Note 4 — Related Party Transactions

Founder Shares

Private Placement

Related Party Loans and Advances

Working Capital Loans

Administrative Service Fee

Note 4 — Related Party Transactions

Founder Shares

Private Placement

Related Party Loans and Advances

Administrative Service Fee

Note 9 — Related Party Transactions


	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

The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5, Investments, for more information.

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due to the Company of $24. The lease commenced upon execution of the lease agreement and was subsequently amended in 2022 to extend the Pre-Development Term and annual rent amount. Refer to Note 12, Leases, for more information.

Related Party Transactions

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. During the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $495 and $285, respectively, under the transition services agreement. The Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5 - Investments. As a result, during the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $428 and $2,740, respectively.

Shareholders’ Equity	9 Months Ended
Shareholders’ Equity	Sep. 30, 2022
Equity [Abstract]
Shareholders’ Equity	Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Note 7 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Shareholders’ EquityThe securities of the Company are represented by common shares, par value $0.0001 per share. Each common share is entitled to one vote. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all common shares shall participate pro rata in such payment whenever funds are legally available and when declared by the Board of Directors of the Company, subject to the prior rights of holders of all classes of stock outstanding.

Redeemable, Convertible Preferred Stock

9 Months Ended

Sep. 30, 2022

Redeemable, Convertible Preferred Stock

Note 6 — Class A Common Stock Subject to Possible Redemption

The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table:


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

Note 6 — Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table:


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

Redeemable, Convertible Preferred Stock


	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

Redeemable, Convertible Preferred Stock

The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts):


	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 issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows:


	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

that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values.

Benefit Plans	9 Months Ended
Benefit Plans	Sep. 30, 2022
Postemployment Benefits [Abstract]
Benefit Plans	Benefit PlansThe Company sponsors a 401(k) defined contribution retirement plan for the benefit of its employees, substantially all of whom are eligible to participate after meeting minimum qualifying requirements. Contributions to the plan are at the discretion of the Company. For the years ended December 31, 2021 and 2020, the Company contributed $720 and $548, respectively, to the plan, which contributions are included within research and development expense in the consolidated statements of operations and comprehensive loss.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering. The Company recognized approximately $4.9 million of the commissions waiver as a reduction to additional paid-in capital in the condensed statements of changes in stockholders’ deficit for the three and nine months ended September 30, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit. The remaining balance of approximately $172,000 is recognized as a gain from extinguishment of deferred underwriting commissions on public warrants in the condensed statements of operations, which represents the original amount expensed in the Company’s initial public offering. On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $500,000 for its role as co-placement agent, $7,500,000 for its role as exclusive financial advisor and $5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements. Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. Commitments and Contingencies Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2022 and December 31, 2021, the Company does not have any reasonable possible or probable losses from such claims. Commitments and ContingenciesLitigationThe Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of December 31, 2021 and December 31, 2020, it is not probable that the Company has incurred any losses from such claims.

Leases

9 Months Ended

Sep. 30, 2022

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. In February 2022, the lease agreement with LanzaJet was amended to extend the pre-development term of the lease until the earlier of commencement of construction of the alcohol-to-jet fuel facility on the leased land or December 31, 2023 and increased the annual base rent amount. The Company recognizes lease revenue on a straight-line basis over the life of the lease agreement.

The following table presents amounts included in Revenue from related party transactions in the Condensed Consolidated Statement of Operations related to lessor activity (in thousands):


	Nine months ended September 30,
	2022		2021
Lease income from operating leases	$	25	$	18

Leases

As of December 31, 2021, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


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

The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases:


	Year Ended December 31,
	2021		2020
Weighted average remaining lease term (years)	2.4		3.4
Weighted average discount rate	7.5	%	7.5	%

Lessor Accounting

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. We recognize lease revenue on a straight-line basis over the life of the lease agreement. The following future minimum lease payments due to us from the lease agreement at December 31, 2021, is as follows (in thousands)


Year ending December 31,
2022	$	24
2023	24
2024	24
2025	24
2026	24
Thereafter	168
Total lease payments	$	288

Lease revenue totaled $24 and $14 for the years ended December 31, 2021 and 2020.

As of December 31, 2021, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


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

The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases:


	Year Ended December 31,
	2021		2020
Weighted average remaining lease term (years)	2.4		3.4
Weighted average discount rate	7.5	%	7.5	%

Lessor Accounting

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. We recognize lease revenue on a straight-line basis over the life of the lease agreement. The following future minimum lease payments due to us from the lease agreement at December 31, 2021, is as follows (in thousands)


Year ending December 31,
2022	$	24
2023	24
2024	24
2025	24
2026	24
Thereafter	168
Total lease payments	$	288

Lease revenue totaled $24 and $14 for the years ended December 31, 2021 and 2020.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events On October 18, 2022, the Company entered into additional subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “Additional PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share to the Additional PIPE Investors. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review and except in the case of the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Proposed Business Combination If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination. Subsequent Events The Company has evaluated events occurring subsequent to September 30, 2022 through December 12, 2022, the date the condensed consolidated financial statements were available to be issued. The Company has identified two transactions with BGTF LT Aggregator LP (“Brookfield”), an affiliate of Brookfield Asset Management Inc, and a transaction with LanzaJet, described as follows: Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500,000,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. Brookfield SAFE On October 2, 2022, LanzaTech entered into a Simple Agreement for Future Equity (the “Brookfield SAFE”) with Brookfield. Under the Brookfield SAFE, LanzaTech agreed to issue to Brookfield the right to certain shares of its capital stock, the issuance of which is conditional upon LanzaTech obtaining certain necessary stockholder approvals and waivers, in exchange for the payment of $50,000,000 (the “Initial Purchase Amount”). On the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”) less any Non-Repayable Amount (as described below), plus interest in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur. Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which LanzaTech issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock). For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount will be reduced by $5,000,000 (such cumulative reductions the “Non-Repayable Amount”). Upon the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), and thereafter, the Non-Repayable Amount will convert automatically on an as accrued basis. LanzaJet Shareholder Loan On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. The Company has committed to purchase $5.5 million of Subordinated Secured Notes in a funding scheduled to occur on May 1, 2023. The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation. Each purchaser of Notes under the Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser (which, in the case of the Company, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet). The LanzaJet Note Purchase Agreement may be amended with the approval of holders of FPF and all holders of the LanzaJet Notes. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. Amended Merger Agreement The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. Subsequent Events The Company has evaluated events occurring subsequent to December 31, 2021 through May 9, 2022, the date the consolidated financial statements were available to be issued. The Company is not aware of any significant or material subsequent event that would require disclosure. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Merger”). In connection with the Merger, AMCI will be renamed LanzaTech Global, Inc (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. In connection with the Merger Agreement, on March 8, 2022, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Merger.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Basis of Presentation and Principles of Consolidation

Cash and Cash Equivalents

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively.

The Company’s revenue by geographic region based on the customer’s location

Concentration of Credit Risk and Other Risks and Uncertainties (Restated)

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021.

Cash and Cash EquivalentsThe Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

Investments Held in the Trust Account

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information.

Financial Instruments

Offering Costs Associated with Initial Public Offering

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities, for more information.

Offering Costs Associated With Initial Public Offering

Offering Costs Associated with Initial Public Offering

Class A Common Stock Shares Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Derivative Financial Instruments

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Simple Agreement for Future Equity (SAFE)In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The Company determined that the SAFE was not legal form debt (i.e., no creditors’ rights). The SAFE includes a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFE is classified as mark-to-market liability pursuant to Accounting Standards Codification (“ASC”) 480, Distinguishing Liability from Equity

Net Income (Loss) Per Share of Common Stock

period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Income Taxes

Net Income (Loss) Per Share Of Common Stock

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Net Income (Loss) Per Share of Common Stock

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period.

Recently Announced Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Announced Accounting Pronouncements

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Basis of Presentation and Principles of Consolidation

Cash and Cash Equivalents

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively.

The Company’s revenue by geographic region based on the customer’s location

Concentration of Credit Risk and Other Risks and Uncertainties (Restated)

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021.

Cash and Cash EquivalentsThe Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

Investments Held in the Trust Account

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information.

Financial Instruments

Offering Costs Associated with Initial Public Offering

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities, for more information.

Offering Costs Associated With Initial Public Offering

Offering Costs Associated with Initial Public Offering

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Shares Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Derivative Financial Instruments

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Net Income (Loss) Per Share of Common Stock

period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Income Taxes

Net Income (Loss) Per Share Of Common Stock

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Net Income (Loss) Per Share of Common Stock

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period.

Recently Announced Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Announced Accounting Pronouncements

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Basis of Presentation and Principles of Consolidation

Going Concern

Going ConcernThe accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with US GAAP. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

Cash and Cash Equivalents

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Segment Information

Foreign Currencies

The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other income, net in the consolidated statements of operations and comprehensive loss.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021.

Cash and Cash EquivalentsThe Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

Restricted Cash and Other Cash Flows from Operating Activities

Restricted Cash and Other Cash Flows from Operating ActivitiesThe Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank.

Cash, Cash Equivalents, and Restricted Cash

the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020.


	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

Trade and Other Receivables

Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience.

Revenue Recognition

research activities to develop novel biocatalysts and related technologies, and sale of CarbonSmart ethanol produced using the Company's proprietary technologies.

Carbon Capture and Transformation

Research and Development Services

Collaboration Arrangements

CarbonSmart

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities, for more information.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively.

The Company’s revenue by geographic region based on the customer’s location

Concentration of Credit Risk and Other Risks and Uncertainties (Restated)

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

Recently Announced Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Announced Accounting Pronouncements

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Basis of Presentation and Principles of Consolidation

Segment Information

Coronavirus

Coronavirus (COVID-19)

Going Concern

Cash and Cash Equivalents, Cash Equivalents, and Restricted Cash

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Foreign Currencies

The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other income, net in the consolidated statements of operations and comprehensive loss.

Cash, Cash Equivalents, and Restricted Cash

the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020.


	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

Trade and Other Receivables

Other Current Assets

Property, Plant and Equipment, Net

Property, Plant and Equipment, net

The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted.

Impairment of Long-Lived Assets

Management develops the assumptions used in the recoverability assessment based on active contracts as well as information received from third-party industry sources.

Equity Method Investments

Simple Agreement for Future Equity (SAFE)

Derivative Financial Instruments

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Warrants

Long-Term Debt and Debt Issuance Costs

Legal and Contingencies

Revenue

Revenue Recognition

Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components.

Carbon Capture and Transformation

The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method when certain revenue recognition requirements are met. Management has determined that the milestone completion and the associated contractual payment amounts are an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606.

Research and Development Services

The Company performs research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and other contract research, including projects with the U.S. Department of Energy. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when such milestones are contractually defined, or based on stage of contract completion when not defined. For the latter, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606, Revenue from Contracts with Customers, and estimates its variable consideration under the expected value method. Accordingly, the Company records a liability based on milestones achieved and the expected repayment of the development costs.

Collaboration Arrangements

The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transactions under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

Cost of Revenues

Research and Development

We incur research and development costs associated with various R&D activities and expense these costs as incurred.

Stock-Based Compensation

period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Income Taxes

Fair Value of Financial Instruments

The Company follows ASC 850-10, Related Party Transactions, for the identification of related parties and disclosure of related party transactions.

Net Loss Per Share

Net Income (Loss) Per Share Of Common Stock

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Net Income (Loss) Per Share of Common Stock

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	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

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period.

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Fair Value Measurements

•Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Fair Value of Financial Instruments

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities, for more information.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively.

The Company’s revenue by geographic region based on the customer’s location

Concentration of Credit Risk and Other Risks and Uncertainties (Restated)

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively.

The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

Recently Announced Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Announced Accounting Pronouncements

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Calculation of Basic and Diluted Net Loss per Share


	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


	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

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	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)

__________________

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	Year Ended December 31,
	2021		2020
	as Restated		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)

__________________

Class A Common Stock Subject to Possible Redemption (Tables)

9 Months Ended

Sep. 30, 2022

Summary of reconciliation of common stock subject to possible redemption


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


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

The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts):


	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

The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts):


	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 issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows:


	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

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Summary of assets and liabilities that are measured at fair value on a recurring basis

September 30, 2022


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

December 31, 2021


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


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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands):


	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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands):


	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

Summary of quantitative information regarding Level 3 fair value measurement inputs


	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		%

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows:


	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	—	%	—	%

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows:


	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	—	%	—	%

Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs


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

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:


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

The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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	$	—	$	—

The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Calculation of Basic and Diluted Net Loss per Share


	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


	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

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	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)

__________________

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	Year Ended December 31,
	2021		2020
	as Restated		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)

__________________

Class A Common Stock Subject to Possible Redemption (Tables)

9 Months Ended

Sep. 30, 2022

Summary of reconciliation of common stock subject to possible redemption


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


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

The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts):


	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

The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts):


	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 issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows:


	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

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Summary of assets and liabilities that are measured at fair value on a recurring basis

September 30, 2022


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

December 31, 2021


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


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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands):


	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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands):


	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

Summary of quantitative information regarding Level 3 fair value measurement inputs


	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		%

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows:


	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	—	%	—	%

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows:


	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	—	%	—	%

Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs


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

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:


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

The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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	$	—	$	—

The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2022

Summary of significant components of the Company's deferred tax assets

Income tax provision


	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	$	—

The components of income tax expense were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current:
United States	$	—	$	—
New Zealand	$	—	$	—
Foreign	$	—	$	—
Total	$	—	$	—
Deferred:
United States	—		—
New Zealand	—		—
Foreign	—		—
Total	—		—


	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	$	—

Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:	as Restated		as Restated
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:	$	—	$	—

Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate


	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	%

2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):


	Year Ended December 31,
	2021				2020
	as Restated				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	$	—	—	%	$	—	—	%

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of cash and cash equivalents

The following represents a reconciliation of cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of September 30, 2022 and December 31, 2021 (in thousands).


	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

The following represents a reconciliation of cash and cash equivalents in

the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020.


	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

Customer concentration risk

Customers representing 10% or greater of revenue were as follows for the nine months ended September 30, 2022 and 2021:


	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	%

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Calculation of Basic and Diluted Net Loss per Share


	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


	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

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	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)

__________________

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	Year Ended December 31,
	2021		2020
	as Restated		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)

__________________

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

As of September 30, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	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

As of December 31, 2021 and 2020, potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive include the following:


	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

Revenues (Tables)

9 Months Ended

Sep. 30, 2022

Changes in contract assets and liabilities

Disaggregated revenue

The following table presents disaggregated revenue in the following categories (in thousands):


	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

The following table presents disaggregation of the Company’s revenues by customer location for the nine months ended September 30, 2022 and 2021 (in thousands):


	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

The following table presents disaggregated revenue in the following categories (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		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

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		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

The following table provides changes in contract assets and liabilities (in thousands):


	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

The following table provides changes in contract assets and liabilities during the year ended December 31, 2021.


	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

Remaining performance obligations

Remaining performance obligations consisted of the following (in thousands):


	As of
	September 30, 2022		December 31, 2021
Current	$	2,968	$	3,476
Non-current	11,119		13,901
Total	$	14,087	$	17,377

Remaining performance obligations consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Current	$	3,476	$	5,480
Non-current	13,901		11,291
Total	$	17,377	$	16,771

Investments (Tables)

9 Months Ended

Sep. 30, 2022

Equity Method Investments and Joint Ventures [Abstract]

The Company’s investments consisted of the following (in thousands):


	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 (Tables)

9 Months Ended

Sep. 30, 2022

Summary of assets and liabilities that are measured at fair value on a recurring basis

September 30, 2022


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

December 31, 2021


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


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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands):


	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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands):


	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

Summary of quantitative information regarding Level 3 fair value measurement inputs


	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		%

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows:


	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	—	%	—	%

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows:


	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	—	%	—	%

Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs


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

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:


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

The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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	$	—	$	—

The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Stock Options Activity

Stock option awards outstanding as of September 30, 2022 and changes during the period ended September 30, 2022 were as follows:


	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

Stock option awards outstanding as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows:


	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

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2022

The table below summarizes amounts related to transactions with these related parties (in thousands):


	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

Redeemable, Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2022

Authorized, issued and outstanding shares, issue price, and carrying value


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


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

The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts):


	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

The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts):


	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 issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows:


	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

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Operating Lease, Lease Income

The following table presents amounts included in Revenue from related party transactions in the Condensed Consolidated Statement of Operations related to lessor activity (in thousands):


	Nine months ended September 30,
	2022		2021
Lease income from operating leases	$	25	$	18

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of cash and cash equivalents


	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

The following represents a reconciliation of cash and cash equivalents in

the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020.


	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

Customer concentration risk

Customers representing 10% or greater of revenue were as follows for the nine months ended September 30, 2022 and 2021:


	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	%

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Customer A	27	%	28	%
Customer B	15	%	27	%
Customer C	12	%	22	%

Schedule of error corrections

The effects of the correction of these errors on the relevant financial statement line items is as follows:


	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

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Calculation of Basic and Diluted Net Loss per Share


	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


	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

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	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)

__________________

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):


	Year Ended December 31,
	2021		2020
	as Restated		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)

__________________

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

As of September 30, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	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

As of December 31, 2021 and 2020, potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive include the following:


	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

Revenues (Tables)

9 Months Ended

Sep. 30, 2022

Changes in contract assets and liabilities

Disaggregated revenue

The following table presents disaggregated revenue in the following categories (in thousands):


	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

The following table presents disaggregation of the Company’s revenues by customer location for the nine months ended September 30, 2022 and 2021 (in thousands):


	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

The following table presents disaggregated revenue in the following categories (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		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

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		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

The following table provides changes in contract assets and liabilities (in thousands):


	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

The following table provides changes in contract assets and liabilities during the year ended December 31, 2021.


	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

Remaining performance obligations

Remaining performance obligations consisted of the following (in thousands):


	As of
	September 30, 2022		December 31, 2021
Current	$	2,968	$	3,476
Non-current	11,119		13,901
Total	$	14,087	$	17,377

Remaining performance obligations consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Current	$	3,476	$	5,480
Non-current	13,901		11,291
Total	$	17,377	$	16,771

Investments (Tables)

9 Months Ended

Sep. 30, 2022

Equity Method Investments and Joint Ventures [Abstract]

The Company’s investments consisted of the following (in thousands):


		Year Ended December 31,
		2021		2020
Category	Balance Sheet Location	as Restated		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

The following table presents summarized aggregated financial information of the equity method investments:


	Year Ended December 31,
	2021		2020
	as Restated		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		2020
	as Restated		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

As of and for the years ended December 31, 2021 and December 31, 2020, sales, accounts receivable, and purchases and open accounts payable with equity method investees were as follows (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
Sales	$	3,253	$	4,203
Accounts receivable	1,071		3,257
Purchases and open accounts payable	2,575		—

Fair Value (Tables)

9 Months Ended

Sep. 30, 2022

Summary of assets and liabilities that are measured at fair value on a recurring basis

September 30, 2022


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

December 31, 2021


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


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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands):


	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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands):


	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

Summary of quantitative information regarding Level 3 fair value measurement inputs


	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		%

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	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		%

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows:


	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	—	%	—	%

The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020:


	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	—		%	—		%

Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows:


	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	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows:


	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	—	%	—	%

Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs


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

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:


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

The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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	$	—	$	—

The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands):


	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

Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Current Assets

As of December 31, 2021 and 2020 other current assets consisted of the following (in thousands):


	2021		2020
Materials and supplies	$	2,900	$	1,952
Prepaid assets	1,503		1,419
Other	1,376		1,016
	$	5,779	$	4,387

Property, Plant, and Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

As of December 31, 2021 and 2020, the Company’s property, plant and equipment, net consisted of the following (in thousands):


	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

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of debt

As of December 31, 2021 and 2020, the Company’s debt consisted of the following (in thousands):


	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

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2022

Components of (loss) income before income taxes and gain from equity method investees, net

The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands):


	Year Ended December 31,
	2021		2020
	as Restated		as Restated
United States	$	(39,860)	$	106
New Zealand	$	(7,551)	$	(40,651)
Foreign	$	722	$	2,832
Total	$	(46,689)	$	(37,713)

Income tax provision


	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	$	—

The components of income tax expense were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current:
United States	$	—	$	—
New Zealand	$	—	$	—
Foreign	$	—	$	—
Total	$	—	$	—
Deferred:
United States	—		—
New Zealand	—		—
Foreign	—		—
Total	—		—

Reconciliation of income taxes computed at statutory federal income tax rate


	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	%

2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):


	Year Ended December 31,
	2021				2020
	as Restated				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	$	—	—	%	$	—	—	%

Significant components of deferred tax assets and liabilities


	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	$	—

Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:	as Restated		as Restated
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:	$	—	$	—

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Schedule Stock Options Valuation Assumptions

Stock Options Activity

Stock option awards outstanding as of September 30, 2022 and changes during the period ended September 30, 2022 were as follows:


	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

Stock option awards outstanding as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows:


	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	—		%	—		%

Restricted Stock Awards Activity

RSAs as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows:


	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

Redeemable, Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2022

Redeemable convertible preferred stock


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


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

The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts):


	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

The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts):


	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 issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows:


	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

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Lessee, Operating Lease, Liability, Maturity

As of December 31, 2021, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


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

Assets And Liabilities, Lessee

The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases:


	Year Ended December 31,
	2021		2020
Weighted average remaining lease term (years)	2.4		3.4
Weighted average discount rate	7.5	%	7.5	%

Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity

The following future minimum lease payments due to us from the lease agreement at December 31, 2021, is as follows (in thousands)


Year ending December 31,
2022	$	24
2023	24
2024	24
2025	24
2026	24
Thereafter	168
Total lease payments	$	288

Description of Organization and Business Operations (Details)				9 Months Ended	11 Months Ended	12 Months Ended
	Mar. 28, 2022 USD ($)	Mar. 08, 2022 USD ($) $ / shares	Aug. 06, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Nov. 09, 2022 shares
Description of Organization and Business Operations
Condition for future business combination number of businesses minimum \| item				1	1
Common shares, par value (usd per share) \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Price of warrant \| $ / shares				$ 11.50	$ 11.50	$ 11.50
Sale of private placement warrants (in shares) \| shares				225,223	225,223	225,223	383,281
Proceeds received from private placement						$ 30,000,000	$ 0
Underwriting discount				$ 1,500,000
Deferred underwriting discount				$ 5,250,000	$ 5,250,000	5,250,000
Payments for investment of cash in trust account			$ 150,000,000
Condition for future business combination use of proceeds percentage				80	80
Condition For Future Business Combination Threshold Percentage Ownership				50	50
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%	100.00%
Condition For Future Business Combination Threshold Net Tangible Assets				$ 5,000,001	$ 5,000,001	$ 5,000,001
Months to complete acquisition				24 months	24 months
Redemption period upon closure				10 days	10 days
Maximum allowed dissolution expenses				$ 100,000	$ 100,000
Tax obligations				536,000
Working capital deficit				$ 3,500,000	$ 100,000
Exercise price of warrant \| $ / shares					$ 14.69	$ 14.69	$ 19.93
Number of shares per warrant \| shares				1	1	1
Funds in Trust Account per public share \| $ / shares				$ 10.00	$ 10.00	$ 10.00
Proceeds held in operating account for working capital purpose				$ 7,000	$ 300,000	$ 300,000
Minimum
Description of Organization and Business Operations
Exercise price of warrant \| $ / shares				$ 14.69	$ 14.69	$ 14.69
LanzaTech Global
Description of Organization and Business Operations
Purchase price, per unit \| $ / shares		$ 10.00
Consideration consisting of equity interests		$ 1,817,000,000
Price per share \| $ / shares		$ 10.00
Cash held in AMCI's trust account		$ 230,000,000
Exercise price of warrant \| $ / shares		$ 10.00
LanzaTech Global \| Minimum
Description of Organization and Business Operations
Net tangible assets		$ 5,000,001
Class A Common stock
Description of Organization and Business Operations
Common shares, par value (usd per share) \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001
Working Capital Loans
Description of Organization and Business Operations
Outstanding balance				$ 0	$ 0	$ 0
Subsequent Event
Description of Organization and Business Operations
Sale of private placement warrants (in shares) \| shares								316,250
Subsequent Event \| LanzaTech Global
Description of Organization and Business Operations
Purchase price, per unit \| $ / shares		$ 10.00
Price per share \| $ / shares		10.00
Exercise price of warrant \| $ / shares		$ 10.00
Subsequent Event \| LanzaTech Global \| Minimum
Description of Organization and Business Operations
Net tangible assets		$ 5,000,001
Cash held in AMCI's trust account		$ 230,000,000
IPO [Member]
Description of Organization and Business Operations
Number of units sold \| shares			15,000,000
Purchase price, per unit \| $ / shares			$ 10.00
Proceeds received from initial public offering, gross			$ 150,000,000
Transaction Costs			13,782,542
Value of Class B common stock transferred to Anchor Investors at initial public offering			6,509,758
Underwriting discount			1,500,000
Deferred underwriting discount			5,250,000
Other offering costs			$ 522,784
Price per share \| $ / shares			$ 10.00
Exercise price of warrant \| $ / shares			$ 11.50
Number of shares per warrant \| shares			1
Number of shares in a unit \| shares			1
Number of warrants in a unit \| shares			0.5
IPO [Member] \| Class A Common stock
Description of Organization and Business Operations
Common shares, par value (usd per share) \| $ / shares			$ 0.0001
Private Placement
Description of Organization and Business Operations
Proceeds held in operating account for working capital purpose			$ 900,000
Private Placement \| private placement warrants
Description of Organization and Business Operations
Price of warrant \| $ / shares			$ 1.00
Sale of private placement warrants (in shares) \| shares			3,500,000
Proceeds received from private placement			$ 3,500,000
Restrictions on transfer period of time after business combination completion			30 days
Exercise price of warrant \| $ / shares			$ 11.50
Number of shares per warrant \| shares			1
Sponsor
Description of Organization and Business Operations
Aggregate purchase price				$ 25,000	$ 25,000
Working Capital Loan	$ 1,500,000

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)		2 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended		11 Months Ended	12 Months Ended
	Jan. 31, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash equivalents			$ 0			$ 0		$ 0	$ 0
Effective tax rate						0.00%	0.00%	0.00%	0.00%	0.00%
Statutory tax rate (as a percent)	21.00%	21.00%	21.00%		21.00%	21.00%		21.00%	21.00%	28.00%
Common stock subject to possible redemption, outstanding			29,521,810	29,521,810	29,521,810	29,521,810	29,521,810	29,521,810	29,521,810	25,729,542	23,695,330
Aggregate purchase of stock						34,117,671	33,867,263		34,175,113	30,720,703
AMCI ACQUISITION CORP. II
Effective tax rate	0.00%	0.00%	0.88%	0.00%	0.00%	0.91%
Class A Common stock
Common stock subject to possible redemption, outstanding								15,000,000	15,000,000
Aggregate purchase of stock						11,000,000		11,000,000
Class A Common stock \| AMCI ACQUISITION CORP. II
Common stock subject to possible redemption, outstanding								15,000,000	15,000,000
Class A Common stock \| IPO [Member]
Common stock subject to possible redemption, outstanding								15,000,000	15,000,000
Class A Common Stock Subject to Redemption
Common stock subject to possible redemption, outstanding			15,000,000			15,000,000		15,000,000	15,000,000
Class A Common Stock Subject to Redemption \| AMCI ACQUISITION CORP. II
Common stock subject to possible redemption, outstanding			15,000,000			15,000,000		15,000,000	15,000,000
Class A Common Stock Subject to Redemption \| IPO [Member]
Common stock subject to possible redemption, outstanding			15,000,000			15,000,000

Basis of Presentation and Summary of Significant Accounting Policies - Net Income (Loss) Per Share of Common Stock (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended		11 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Denominator:
Weighted average shares outstanding of common stock, basic (in shares)				2,108,472,000	1,909,635,000		1,959,165,000	1,629,821,000
Weighted average shares outstanding of common stock, diluted (in shares)				2,108,472,000	1,909,635,000		1,959,165,000	1,629,821,000
Basic net income (loss) per common share				$ (39,790)	$ (30,190)		$ (42.59)	$ (42.34)
Diluted net income (loss) per common share				$ (39,790)	$ (30,190)		$ (42.59)	$ (42.34)
Class A Common stock
Numerator:
Allocation of net income (loss)	$ 995,636	$ 332,524	$ 223,297	$ 844,868		$ 25,974
Denominator:
Weighted average shares outstanding of common stock, basic (in shares)	15,000,000	9,130,435	3,428,571	15,000,000		4,690,909
Weighted average shares outstanding of common stock, diluted (in shares)	15,000,000	9,130,435	3,428,571	15,000,000		4,690,909
Basic net income (loss) per common share	$ 0.07	$ 0.04	$ 0.07	$ 0.06		$ 0.01
Diluted net income (loss) per common share	$ 0.07	$ 0.04	$ 0.07	$ 0.06		$ 0.01
Class B Common Stock
Numerator:
Allocation of net income (loss)	$ 248,909	$ 136,573	$ 244,231	$ 211,217		$ 20,764
Denominator:
Weighted average shares outstanding of common stock, basic (in shares)	3,750,000	3,750,000	3,750,000	3,750,000		3,750,000
Weighted average shares outstanding of common stock, diluted (in shares)	3,750,000	3,750,000	3,750,000	3,750,000		3,750,000
Basic net income (loss) per common share	$ 0.07	$ 0.04	$ 0.07	$ 0.06		$ 0.01
Diluted net income (loss) per common share	$ 0.07	$ 0.04	$ 0.07	$ 0.06		$ 0.01

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Amount after tax of income (loss) from continuing operations attributable to the parent.

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Initial Public Offering (Details) - USD ($)				9 Months Ended	11 Months Ended
Initial Public Offering (Details) - USD ($)	Sep. 17, 2021	Aug. 06, 2021	Aug. 03, 2021	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Description of Organization and Business Operations
Underwriting discount				$ 1,500,000
Number of shares per warrant				1	1
Class of warrant or right, exercise price of warrants or rights (in dollars per share)					$ 14.69	$ 19.93
Class A Common stock \| Warrants
Description of Organization and Business Operations
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 11.50
IPO [Member]
Description of Organization and Business Operations
Number of units sold		15,000,000
Purchase price, per unit		$ 10.00
Proceeds received from initial public offering, gross		$ 150,000,000
Offering costs		13,800,000
Underwriting discount		1,500,000
Value of Class B common stock transferred to Anchor Investors at initial public offering		6,509,758
Other offering costs		$ 522,784
Number of shares per warrant		1
Deferred underwriting commissions		$ 5,300,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 11.50
Option to purchase additional units given to investors		15,480,000
Over-allotment option
Description of Organization and Business Operations
Option vesting period			45 days	45 days	45 days
Option to purchase additional Units			2,250,000	2,250,000	2,250,000
Option to purchase additional units given to investors			2,250,000
Common stock forfeited	562,500

Related Party Transactions - Founder Shares (Details)			9 Months Ended	11 Months Ended
Related Party Transactions - Founder Shares (Details)	May 14, 2021 USD ($) shares	Jan. 29, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($) D $ / shares shares	Sep. 17, 2021 shares
Related Party Transaction [Line Items]
Number of shares subject to forfeiture				562,500
Over-allotment option
Related Party Transaction [Line Items]
Number of shares subject to forfeiture					562,500
Class B Common Stock
Related Party Transaction [Line Items]
Number of shares subject to forfeiture					562,500
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 25,000	$ 25,000
Founder Shares \| Over-allotment option
Related Party Transaction [Line Items]
Number of shares subject to forfeiture					562,500
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $		$ 25,000
Share price \| $ / shares		$ 0.005
Number of shares surrendered	718,750
Value of shares surrendered \| $	$ 0
Aggregate number of shares owned	4,312,500
Number of shares subject to forfeiture			562,500	562,500
Restrictions on transfer period of time after business combination completion			1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days	150 days
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		5,031,250
Share price \| $ / shares		$ 0.0001
Founder Shares \| Anchor Investors
Related Party Transaction [Line Items]
Number of shares issued		780,000
Aggregate purchase price \| $		$ 6,500,000
Share price \| $ / shares		$ 8.35

Related Party Transactions - Additional Information (Details) - USD ($)			3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Mar. 28, 2022	Aug. 06, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Jan. 29, 2021
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued			225,223			225,223	225,223	225,223	383,281
Number of shares per warrant			1			1	1	1
Price of warrant			$ 11.50			$ 11.50	$ 11.50	$ 11.50
Exercise price of warrant							$ 14.69	$ 14.69	$ 19.93
Aggregate purchase price								$ 30,000,000	$ 0
Outstanding working capital loans			$ 0			$ 0	$ 0	$ 0
Sponsor
Related Party Transaction [Line Items]
Working Capital Loan	$ 1,500,000
Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant			$ 1.00			$ 1.00	$ 1.00	$ 1.00
Loan conversion agreement warrant			$ 1,500,000			$ 1,500,000	$ 1,500,000	$ 1,500,000
Working capital loans warrant \| Sponsor
Related Party Transaction [Line Items]
Working Capital Loan	$ 1,500,000
Private Placement Warrants \| Private Placement
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued		3,500,000
Number of shares per warrant		1
Price of warrant		$ 1.00
Exercise price of warrant		$ 11.50
Aggregate purchase price		$ 3,500,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month						10,000	10,000
Related party fees			30,000	$ 20,000		596,000		0
Amount incurred					$ 20,000	90,000	50,000
Due to related party			$ 90,000			$ 90,000	$ 50,000	$ 50,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note										$ 300,000

Commitments and Contingencies (Details)			3 Months Ended	9 Months Ended	11 Months Ended
Commitments and Contingencies (Details)	Sep. 29, 2022 USD ($)	Aug. 03, 2021 shares	Sep. 30, 2022 USD ($) item	Sep. 30, 2022 USD ($) item shares	Dec. 31, 2021 USD ($) item shares	Sep. 17, 2021 shares
Description of Organization and Business Operations
Maximum Number Of Demands For Registration Of Securities \| item			3	3	3
Underwriting Discount Percentage				1.00%	1.00%
Underwriting discount			$ 1,500,000	$ 1,500,000
Deferred underwriting discount			5,250,000	$ 5,250,000	$ 5,250,000
Deferred underwriting fee percentage				3.50%	3.50%
Number of shares subject to forfeiture \| shares					562,500
Commissions waiver as reduction to additional paid-in capital			$ 4,900,000	$ 4,900,000
Evercore Group, L.L.C.
Description of Organization and Business Operations
Aggregate fees received				$ 13,050,000
Evercore Group, L.L.C. \| Coplacement Agent
Description of Organization and Business Operations
Aggregate fees received	$ 500,000
Evercore Group, L.L.C. \| Financial Advisory
Description of Organization and Business Operations
Aggregate fees received	7,500,000
Over-allotment option
Description of Organization and Business Operations
Option vesting period		45 days		45 days	45 days
Option to purchase additional Units \| shares		2,250,000		2,250,000	2,250,000
Number of shares subject to forfeiture \| shares						562,500
Deferred Underwriting Fees \| Evercore Group, L.L.C.
Description of Organization and Business Operations
Aggregate fees received	$ 5,050,000

Class A Common Stock Subject to Possible Redemption (Details)	9 Months Ended	11 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares
Temporary Equity [Line Items]
Common shares, shares authorized (in shares) \| shares	36,326,815	36,326,815	36,326,815		36,326,815
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Common stock subject to possible redemption, outstanding \| shares	29,521,810	29,521,810	29,521,810	29,521,810	25,729,542	23,695,330
Plus:
Class A common stock subject to possible redemption	$ 480,631,000	$ 480,631,000	$ 480,631,000	$ 480,631,000	$ 394,408,000	$ 347,938,000
Class A Common stock
Temporary Equity [Line Items]
Common shares, shares authorized (in shares) \| shares	280,000,000	280,000,000	280,000,000
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per common stock \| vote	1
Common stock subject to possible redemption, outstanding \| shares		15,000,000	15,000,000
Gross proceeds from Initial Public Offering		$ 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		$ 150,000,000	$ 150,000,000
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Common shares, par value (usd per share) \| $ / shares		$ 0.0001	$ 0.0001
Common stock subject to possible redemption, outstanding \| shares	15,000,000	15,000,000	15,000,000
Gross proceeds from Initial Public Offering			$ 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
Subsequent remeasurement of Class A common stock subject to possible redemption	$ 293,649
Class A common stock subject to possible redemption	$ 150,293,649	$ 150,000,000	$ 150,000,000

Stockholders' Equity (Deficit) - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding		0

Stockholders' Equity (Deficit) - Common Stock Shares (Details)	9 Months Ended	11 Months Ended
	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Sep. 30, 2021 shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 shares
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	36,326,815	36,326,815		36,326,815
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common shares, shares issued (in shares)	2,110,346	2,106,934		1,656,415
Common shares, shares outstanding (in shares)	2,110,346	2,106,934		1,656,415
Common stock subject to possible redemption, issued	29,521,810	29,521,810		25,729,542
Common stock subject to possible redemption, outstanding	29,521,810	29,521,810	29,521,810	25,729,542	23,695,330
Class A Common stock
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	280,000,000	280,000,000
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, outstanding		15,000,000
Class A Common Stock Subject to Redemption
Stockholders' Equity (Deficit)
Common shares, par value (usd per share) \| $ / shares		$ 0.0001
Common stock subject to possible redemption, issued	15,000,000	15,000,000
Common stock subject to possible redemption, outstanding	15,000,000	15,000,000
Class B Common Stock
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	3,750,000	3,750,000
Common shares, shares outstanding (in shares)	3,750,000	3,750,000
Number of Class A common stock issued upon conversion of each share (in shares)	1	1
Ratio to be applied to the stock in the conversion	20	20

Warrants (Details) - $ / shares	9 Months Ended	11 Months Ended
Warrants (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Warrants
Number of shares per warrant	1	1
Price of warrant	$ 11.50	$ 11.50
Threshold period days after the completion of the initial Business Combination for exercise of warrants	30 days	30 days
Public Warrants expiration term	5 years
public warrants
Warrants
Number of warrants outstanding	7,500,000	7,500,000
Period for filling registration statement after business combination	15 days	15 days
Period of time after which warrant holder may do cashless exercise	60 days	60 days
private placement warrants
Warrants
Number of warrants outstanding	3,500,000	3,500,000

Warrants Additional Information (Details) - $ / shares	9 Months Ended	11 Months Ended
Warrants Additional Information (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Warrants
Public Warrants expiration term	5 years
public warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Redemption period	30 days	30 days
Threshold trading days for redemption of public warrants	20 days	20 days
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%	115.00%
public warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Warrants
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00	$ 10.00
Redemption price per public warrant (in dollars per share)	$ 0.10	$ 0.10
Redemption period	30 days	30 days
Threshold trading days for redemption of public warrants	20 days	20 days
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%	180.00%
public warrants \| Class A Common stock
Warrants
Share price	$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%	60.00%
Threshold consecutive trading days for redemption of public warrants	20 days

Fair Value Measurements - Company's financial assets and liabilities that are measured at fair value (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended		11 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Liabilities:
Change in fair value of derivative warrant liabilities				$ 427,000	$ 699,000		$ 563,000	$ (105,000)
AMCI ACQUISITION CORP. II
Liabilities:
Change in fair value of derivative warrant liabilities	$ (1,426,720)	$ (1,382,900)	$ (1,382,900)	$ (4,066,720)		$ (1,905,000)
public warrants
Liabilities:
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares			Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares		Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares	Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares
Fair Value, Recurring \| Level 1
Assets:
Investments held in trust account	$ 150,969,468			$ 150,969,468		$ 150,006,015	$ 150,006,015
Fair Value, Recurring \| Level 1 \| public warrants
Liabilities:
Derivative liabilities	1,050,000			1,050,000		3,825,000	3,825,000
Fair Value, Recurring \| Level 3 \| private placement warrants
Liabilities:
Derivative liabilities	$ 493,280			$ 493,280		$ 1,785,000	$ 1,785,000

Fair Value Measurements - Level 3 fair value measurements (Details)	Sep. 30, 2022 $ / shares item Y	Dec. 31, 2021 $ / shares	Dec. 31, 2021 item	Dec. 31, 2021	Dec. 31, 2021 Y	Aug. 06, 2021 $ / shares Y	Dec. 31, 2020 $ / shares
Weighted average exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	17.31	17.32					18.39
Weighted average exercise price \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50				11.50
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.769			0.706			0.889
Expected volatility \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.058		0.096	0.096		0.113
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	15.03	13.77					4.68
Stock price \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	9.79	9.66				9.66
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	2.3			2.8			2.8
Term \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| Y	5.19				5.75	6.51
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.029			0.008			0.004
Risk-free interest rate \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0397		0.0132	0.0132		0.0099

Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - USD ($)	3 Months Ended			9 Months Ended	11 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		(Gain) loss on change in fair value of SAFE and warrant liabilities	(Gain) loss on change in fair value of SAFE and warrant liabilities		(Gain) loss on change in fair value of SAFE and warrant liabilities
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	$ 945,000	$ 2,030,000	$ 1,785,000	$ 1,785,000
Change in fair value of derivative liabilities	(451,720)	(1,085,000)	245,000		$ (630,000)
Derivative warrant liabilities at the end	$ 493,280	$ 945,000	$ 2,030,000	$ 493,280	$ 1,785,000

Subsequent Events (Details) - Subsequent Event - Class A Common stock - Subscription Agreements	Oct. 18, 2022 $ / shares shares
Subsequent Event [Line Items]
Number of shares issued \| shares	5,500,000
Purchase price, per unit \| $ / shares	$ 10.00

Description of Organization and Business Operations (Details)				9 Months Ended	11 Months Ended	12 Months Ended
	Mar. 28, 2022 USD ($)	Mar. 08, 2022 USD ($) $ / shares	Aug. 06, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Nov. 09, 2022 shares
Description of Organization and Business Operations
Condition for future business combination number of businesses minimum \| item				1	1
Common shares, par value (usd per share) \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Price of warrant \| $ / shares				$ 11.50	11.50	11.50
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares					$ 14.69	$ 14.69	$ 19.93
Sale of private placement warrants (in shares) \| shares				225,223	225,223	225,223	383,281
Proceeds received from private placement						$ 30,000,000	$ 0
Underwriting discount				$ 1,500,000
Deferred underwriting discount				$ 5,250,000	$ 5,250,000	5,250,000
Payments for investment of cash in trust account			$ 150,000,000
Condition for future business combination use of proceeds percentage				80	80
Condition For Future Business Combination Threshold Percentage Ownership				50	50
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%	100.00%
Condition For Future Business Combination Threshold Net Tangible Assets				$ 5,000,001	$ 5,000,001	$ 5,000,001
Months to complete acquisition				24 months	24 months
Redemption period upon closure				10 days	10 days
Maximum allowed dissolution expenses				$ 100,000	$ 100,000
Tax obligations				536,000
Working capital deficit				$ 3,500,000	$ 100,000
Exercise price of warrant \| $ / shares					$ 14.69	$ 14.69	$ 19.93
Number of shares per warrant \| shares				1	1	1
Funds in Trust Account per public share \| $ / shares				$ 10.00	$ 10.00	$ 10.00
Proceeds held in operating account for working capital purpose				$ 7,000	$ 300,000	$ 300,000
Minimum
Description of Organization and Business Operations
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares				$ 14.69	$ 14.69	$ 14.69
Exercise price of warrant \| $ / shares				14.69	14.69	14.69
LanzaTech Global
Description of Organization and Business Operations
Purchase price, per unit \| $ / shares		$ 10.00
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares		$ 10.00
Consideration consisting of equity interests		$ 1,817,000,000
Price per share \| $ / shares		$ 10.00
Cash held in AMCI's trust account		$ 230,000,000
Exercise price of warrant \| $ / shares		$ 10.00
LanzaTech Global \| Minimum
Description of Organization and Business Operations
Net tangible assets		$ 5,000,001
Class A Common stock
Description of Organization and Business Operations
Common shares, par value (usd per share) \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001
Working Capital Loans
Description of Organization and Business Operations
Outstanding balance				$ 0	$ 0	$ 0
Subsequent Event
Description of Organization and Business Operations
Sale of private placement warrants (in shares) \| shares								316,250
Subsequent Event \| LanzaTech Global
Description of Organization and Business Operations
Purchase price, per unit \| $ / shares		$ 10.00
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares		10.00
Price per share \| $ / shares		10.00
Exercise price of warrant \| $ / shares		$ 10.00
Subsequent Event \| LanzaTech Global \| Minimum
Description of Organization and Business Operations
Net tangible assets		$ 5,000,001
Cash held in AMCI's trust account		$ 230,000,000
IPO [Member]
Description of Organization and Business Operations
Number of units sold \| shares			15,000,000
Purchase price, per unit \| $ / shares			$ 10.00
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares			$ 11.50
Proceeds received from initial public offering, gross			$ 150,000,000
Transaction Costs			13,782,542
Value of Class B common stock transferred to Anchor Investors at initial public offering			6,509,758
Underwriting discount			1,500,000
Deferred underwriting discount			5,250,000
Other offering costs			$ 522,784
Price per share \| $ / shares			$ 10.00
Exercise price of warrant \| $ / shares			$ 11.50
Number of shares per warrant \| shares			1
Number of shares in a unit \| shares			1
Number of warrants in a unit \| shares			0.5
IPO [Member] \| Class A Common stock
Description of Organization and Business Operations
Common shares, par value (usd per share) \| $ / shares			$ 0.0001
Private Placement
Description of Organization and Business Operations
Proceeds held in operating account for working capital purpose			$ 900,000
Private Placement \| Private Placement Warrants
Description of Organization and Business Operations
Price of warrant \| $ / shares			$ 1.00
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares			$ 11.50
Sale of private placement warrants (in shares) \| shares			3,500,000
Proceeds received from private placement			$ 3,500,000
Restrictions on transfer period of time after business combination completion			30 days
Exercise price of warrant \| $ / shares			$ 11.50
Number of shares per warrant \| shares			1
Sponsor
Description of Organization and Business Operations
Aggregate purchase price				$ 25,000	$ 25,000
Working Capital Loan	$ 1,500,000

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)		2 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended		11 Months Ended	12 Months Ended
	Jan. 31, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash, FDIC Insured Amount							$ 250,000	$ 250,000
Cash equivalents			$ 0		$ 0		$ 0	$ 0
Effective tax rate					0.00%	0.00%	0.00%	0.00%	0.00%
Statutory tax rate (as a percent)	21.00%	21.00%	21.00%	21.00%	21.00%		21.00%	21.00%	28.00%
Common stock subject to possible redemption, outstanding			29,521,810	29,521,810	29,521,810	29,521,810	29,521,810	29,521,810	25,729,542	23,695,330
Aggregate purchase of stock					34,117,671	33,867,263		34,175,113	30,720,703
Class A Common stock
Common stock subject to possible redemption, outstanding							15,000,000	15,000,000
Aggregate purchase of stock					11,000,000		11,000,000
Class A Common stock \| IPO [Member]
Common stock subject to possible redemption, outstanding							15,000,000	15,000,000
Class A Common Stock Subject to Redemption
Common stock subject to possible redemption, outstanding			15,000,000		15,000,000		15,000,000	15,000,000
Class A Common Stock Subject to Redemption \| IPO [Member]
Common stock subject to possible redemption, outstanding			15,000,000		15,000,000

Basis of Presentation and Summary of Significant Accounting Policies - Net Income (Loss) Per Share of Common Stock (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended		11 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Denominator:
Weighted-average number of common shares outstanding - basic (in shares)				2,108,472,000	1,909,635,000		1,959,165,000	1,629,821,000
Weighted-average shares used in calculating net loss per share, diluted (in shares)				2,108,472,000	1,909,635,000		1,959,165,000	1,629,821,000
Net loss per common share - basic (usd per share)				$ (39,790)	$ (30,190)		$ (42.59)	$ (42.34)
Net loss per common share - diluted (usd per share)				$ (39,790)	$ (30,190)		$ (42.59)	$ (42.34)
Class A Common stock
Numerator:
Allocation of net loss	$ 995,636	$ 332,524	$ 223,297	$ 844,868		$ 25,974
Denominator:
Weighted-average number of common shares outstanding - basic (in shares)	15,000,000	9,130,435	3,428,571	15,000,000		4,690,909
Weighted-average shares used in calculating net loss per share, diluted (in shares)	15,000,000	9,130,435	3,428,571	15,000,000		4,690,909
Net loss per common share - basic (usd per share)	$ 0.07	$ 0.04	$ 0.07	$ 0.06		$ 0.01
Net loss per common share - diluted (usd per share)	$ 0.07	$ 0.04	$ 0.07	$ 0.06		$ 0.01
Class B Common Stock
Numerator:
Allocation of net loss	$ 248,909	$ 136,573	$ 244,231	$ 211,217		$ 20,764
Denominator:
Weighted-average number of common shares outstanding - basic (in shares)	3,750,000	3,750,000	3,750,000	3,750,000		3,750,000
Weighted-average shares used in calculating net loss per share, diluted (in shares)	3,750,000	3,750,000	3,750,000	3,750,000		3,750,000
Net loss per common share - basic (usd per share)	$ 0.07	$ 0.04	$ 0.07	$ 0.06		$ 0.01
Net loss per common share - diluted (usd per share)	$ 0.07	$ 0.04	$ 0.07	$ 0.06		$ 0.01

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Amount after tax of income (loss) from continuing operations attributable to the parent.

Initial Public Offering (Details) - USD ($)				9 Months Ended	11 Months Ended
Initial Public Offering (Details) - USD ($)	Sep. 17, 2021	Aug. 06, 2021	Aug. 03, 2021	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Description of Organization and Business Operations
Underwriting discount				$ 1,500,000
Number of shares per warrant				1	1
Class of warrant or right, exercise price of warrants or rights (in dollars per share)					$ 14.69	$ 19.93
Class A Common stock \| Warrants
Description of Organization and Business Operations
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 11.50
IPO [Member]
Description of Organization and Business Operations
Number of units sold		15,000,000
Purchase price, per unit		$ 10.00
Proceeds received from initial public offering, gross		$ 150,000,000
Offering costs		13,800,000
Underwriting discount		1,500,000
Value of Class B common stock transferred to Anchor Investors at initial public offering		6,509,758
Other offering costs		522,784
Deferred underwriting commissions		$ 5,300,000
Number of shares per warrant		1
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 11.50
Option to purchase additional units given to investors		15,480,000
Over-allotment option
Description of Organization and Business Operations
Option vesting period			45 days	45 days	45 days
Option to purchase additional Units			2,250,000	2,250,000	2,250,000
Option to purchase additional units given to investors			2,250,000
Common stock forfeited	562,500

Related Party Transactions - Founder Shares (Details)		9 Months Ended	11 Months Ended
Related Party Transactions - Founder Shares (Details)	Jan. 29, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($) D $ / shares shares	Sep. 17, 2021 shares	May 14, 2021 shares
Related Party Transaction [Line Items]
Number of shares subject to forfeiture			562,500
Class B Common Stock
Related Party Transaction [Line Items]
Number of shares subject to forfeiture				562,500
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $		$ 25,000	$ 25,000
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $	$ 25,000
Stock price (usd per share) \| $ / shares	$ 0.005
Number of shares surrendered					718,750
Aggregate number of shares owned					4,312,500
Number of shares subject to forfeiture		562,500	562,500
Restrictions on transfer period of time after business combination completion		1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares		$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D		20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D		30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days	150 days
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued	5,031,250
Stock price (usd per share) \| $ / shares	$ 0.0001
Founder Shares \| Anchor Investors
Related Party Transaction [Line Items]
Number of shares issued	780,000
Aggregate purchase price \| $	$ 6,500,000
Stock price (usd per share) \| $ / shares	$ 8.35

Related Party Transactions - Additional Information (Details) - USD ($)			3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Mar. 28, 2022	Aug. 06, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Nov. 09, 2022	Jan. 29, 2021
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued			225,223			225,223	225,223	225,223	383,281
Number of shares per warrant			1			1	1	1
Price of warrant			$ 11.50			$ 11.50	$ 11.50	$ 11.50
Exercise price of warrant							$ 14.69	$ 14.69	$ 19.93
Aggregate purchase price								$ 30,000,000	$ 0
Outstanding working capital loans			$ 0			$ 0	$ 0	$ 0
Sponsor
Related Party Transaction [Line Items]
Working Capital Loan	$ 1,500,000
Subsequent Event
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued										316,250
Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant			$ 1.00			$ 1.00	$ 1.00	$ 1.00
Loan conversion agreement warrant			$ 1,500,000			$ 1,500,000	$ 1,500,000	$ 1,500,000
Working capital loans warrant \| Sponsor
Related Party Transaction [Line Items]
Working Capital Loan	$ 1,500,000
Private Placement Warrants \| Private Placement
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued		3,500,000
Number of shares per warrant		1
Price of warrant		$ 1.00
Exercise price of warrant		$ 11.50
Aggregate purchase price		$ 3,500,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month						10,000	10,000
Related party fees			30,000	$ 20,000		596,000		0
Amount incurred					$ 20,000	90,000	50,000
Due to related party			$ 90,000			$ 90,000	$ 50,000	$ 50,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note											$ 300,000

Commitments and Contingencies (Details)		9 Months Ended	11 Months Ended
Commitments and Contingencies (Details)	Aug. 03, 2021 shares	Sep. 30, 2022 USD ($) item shares	Dec. 31, 2021 USD ($) item shares	Sep. 17, 2021 shares
Description of Organization and Business Operations
Maximum Number Of Demands For Registration Of Securities \| item		3	3
Number of shares subject to forfeiture			562,500
Underwriting Discount Percentage		1.00%	1.00%
Underwriter cash discount \| $			$ 1,500,000
Deferred underwriting fee percentage		3.50%	3.50%
Deferred underwriting discount \| $		$ 5,250,000	$ 5,250,000
Over-allotment option
Description of Organization and Business Operations
Option vesting period	45 days	45 days	45 days
Option to purchase additional Units	2,250,000	2,250,000	2,250,000
Number of shares subject to forfeiture				562,500

Class A Common Stock Subject to Possible Redemption (Details)	11 Months Ended
	Dec. 31, 2021 USD ($) vote $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares
Temporary Equity [Line Items]
Common stock subject to possible redemption, shares authorized \| shares	29,747,033	29,747,033		26,112,823
Common stock subject to possible redemption, par value \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock subject to possible redemption, outstanding \| shares	29,521,810	29,521,810	29,521,810	25,729,542	23,695,330
Plus:
Class A common stock subject to possible redemption	$ 480,631,000	$ 480,631,000	$ 480,631,000	$ 394,408,000	$ 347,938,000
Class A Common stock
Temporary Equity [Line Items]
Common stock subject to possible redemption, shares authorized \| shares	280,000,000
Common stock subject to possible redemption, par value \| $ / shares	$ 0.0001
Number of votes per common stock subject to possible redemption \| vote	1
Common stock subject to possible redemption, outstanding \| shares	15,000,000
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 of carrying value to redemption value	18,406,092
Class A common stock subject to possible redemption	$ 150,000,000

Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding		0

Stockholders' Deficit - Common Stock Shares (Details)	9 Months Ended	11 Months Ended
Stockholders' Deficit - Common Stock Shares (Details)	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Sep. 30, 2021 shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 shares
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	36,326,815	36,326,815		36,326,815
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common shares, shares issued (in shares)	2,110,346	2,106,934		1,656,415
Common shares, shares outstanding (in shares)	2,110,346	2,106,934		1,656,415
Temporary equity, shares outstanding (in shares)	29,521,810	29,521,810	29,521,810	25,729,542	23,695,330
Temporary equity, shares issued (in shares)	29,521,810	29,521,810		25,729,542
Class A Common stock
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	280,000,000	280,000,000
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding (in shares)		15,000,000
Class A Common Stock Subject to Redemption
Stockholders' Equity (Deficit)
Common shares, par value (usd per share) \| $ / shares		$ 0.0001
Temporary equity, shares outstanding (in shares)	15,000,000	15,000,000
Temporary equity, shares issued (in shares)	15,000,000	15,000,000
Class B Common Stock
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	3,750,000	3,750,000
Common shares, shares outstanding (in shares)	3,750,000	3,750,000
Number of Class A common stock issued upon conversion of each share (in shares)	1	1
Ratio to be applied to the stock in the conversion	20	20

Warrants (Details) - $ / shares	9 Months Ended	11 Months Ended
Warrants (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Warrants
Public Warrants expiration term	5 years
public warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00	$ 18.00
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Threshold trading days for redemption of public warrants	20 days	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%	115.00%
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Redemption period	30 days	30 days
public warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Warrants
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00	$ 10.00
Minimum threshold written notice period for redemption of public warrants	30 days	30 days
Threshold trading days for redemption of public warrants	20 days	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%	180.00%
Redemption price per public warrant (in dollars per share)	$ 0.10	$ 0.10
Redemption period	30 days	30 days

Warrants - Additional Information (Details)	9 Months Ended	11 Months Ended
Warrants - Additional Information (Details)	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 D $ / shares shares
Warrants
Number of shares per warrant \| shares	1	1
Price of warrant	$ 11.50	$ 11.50
Threshold period days after the completion of the initial Business Combination for exercise of warrants	30 days	30 days
Threshold period for filling registration statement after business combination		5 years
public warrants
Warrants
Number of warrants outstanding \| shares	7,500,000	7,500,000
Period for filling registration statement after business combination	15 days	15 days
Period of time after which warrant holder may do cashless exercise	60 days	60 days
public warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%	115.00%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00	$ 18.00
public warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Warrants
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%	180.00%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00	$ 10.00
public warrants \| Class A Common stock
Warrants
Stock price (usd per share)	$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%	60.00%
Threshold consecutive trading days for redemption of public warrants \| D		20
Private Placement Warrants
Warrants
Number of warrants outstanding \| shares	3,500,000	3,500,000

Fair Value Measurements - Company's financial assets and liabilities that are measured at fair value (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
public warrants
Liabilities:
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares	Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares
Fair Value, Recurring \| Level 1
Assets:
Investments held in Trust Account	$ 150,969,468	$ 150,006,015
Fair Value, Recurring \| Level 1 \| public warrants
Liabilities:
Derivative liabilities	1,050,000	3,825,000
Fair Value, Recurring \| Level 3 \| Private Placement Warrants
Liabilities:
Derivative liabilities	$ 493,280	$ 1,785,000

Fair Value Measurements - Level 3 fair value measurements (Details)	Sep. 30, 2022 $ / shares item Y	Dec. 31, 2021 $ / shares	Dec. 31, 2021 item	Dec. 31, 2021	Dec. 31, 2021 Y	Aug. 06, 2021 $ / shares Y	Dec. 31, 2020 $ / shares
Weighted average exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	17.31	17.32					18.39
Weighted average exercise price \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50				11.50
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.769			0.706			0.889
Expected volatility \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.058		0.096	0.096		0.113
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	15.03	13.77					4.68
Stock price \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	9.79	9.66				9.66
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	2.3			2.8			2.8
Term \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| Y	5.19				5.75	6.51
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.029			0.008			0.004
Risk-free interest rate \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0397		0.0132	0.0132		0.0099

Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - USD ($)	3 Months Ended			9 Months Ended	11 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		(Gain) loss on change in fair value of SAFE and warrant liabilities	(Gain) loss on change in fair value of SAFE and warrant liabilities		(Gain) loss on change in fair value of SAFE and warrant liabilities
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	$ 945,000	$ 2,030,000	$ 1,785,000	$ 1,785,000
Issuance of SAFE liability and warrant					$ 7,515,000
Transfer of Public Warrants to Level 1					(5,100,000)
Change in fair value of derivative liabilities	(451,720)	(1,085,000)	245,000		(630,000)
Derivative warrant liabilities at the end	$ 493,280	$ 945,000	$ 2,030,000	$ 493,280	$ 1,785,000

Income Taxes - Income tax provision (Details) - USD ($)	9 Months Ended		11 Months Ended	12 Months Ended
Income Taxes - Income tax provision (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal			$ 0
State			0
Deferred:
Federal			(290,181)
State.
Valuation allowance			290,181	$ 7,958,000	$ 5,505,000
Income tax expense	$ 0	$ 0	$ 0	$ 0	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Income Taxes - Deferred tax assets (Details) - USD ($)	11 Months Ended	12 Months Ended
Income Taxes - Deferred tax assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforward	$ 107,979,000	$ 107,979,000	$ 104,301,000
Deferred tax assets, gross	114,881,000	114,881,000	110,417,000
Valuation allowance	(113,276,000)	(113,276,000)	(108,300,000)
Unrecognized tax position	0	0
Accrued interest and penalties	0	0	$ 0
AMCI ACQUISITION CORP. II
Components of Deferred Tax Assets [Abstract]
Start-up/Organization costs	210,307	210,307
Net operating loss carryforward	79,874	79,874
Deferred tax assets, gross	290,181	290,181
Valuation allowance	(290,181)	(290,181)
Domestic \| AMCI ACQUISITION CORP. II
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforward	$ 380,351	$ 380,351

Income Taxes - Reconciliation of the statutory federal income tax rate (benefit) (Details) - USD ($)		2 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended		11 Months Ended	12 Months Ended
	Jan. 31, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Change in valuation allowance							$ 290,181	$ 7,958,000	$ 5,505,000
Income Tax Expense (Benefit)					$ 0	$ 0	$ 0	$ 0	$ 0
Statutory federal income tax rate (in percent)	21.00%	21.00%	21.00%	21.00%	21.00%		21.00%	21.00%	28.00%
Change in fair value of derivative warrant liabilities (in percent)							(855.90%)
Offering costs allocated to derivative warrant liabilities (in percent)							214.00%	(0.30%)	0.50%
Change in valuation allowance (in percent)							620.90%	(17.00%)	(14.10%)
Effective tax rate					0.00%	0.00%	0.00%	0.00%	0.00%
Valuation allowance							$ 113,276,000	$ 113,276,000	$ 108,300,000

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Subsequent Events (Details) - USD ($)	Sep. 30, 2022	Mar. 08, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Aggregate consideration		$ 1,800,000,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 14.69	$ 19.93
Minimum
Subsequent Event [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 14.69		$ 14.69
LanzaTech Global
Subsequent Event [Line Items]
Purchase price, per unit		$ 10.00
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 10.00
Cash held in AMCI's trust account		$ 230,000,000
LanzaTech Global \| Subsequent Event
Subsequent Event [Line Items]
Aggregate consideration		$ 1,817,000,000
Purchase price, per unit		$ 10.00
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 10.00
LanzaTech Global \| Minimum
Subsequent Event [Line Items]
Net tangible assets		$ 5,000,001
LanzaTech Global \| Minimum \| Subsequent Event
Subsequent Event [Line Items]
Net tangible assets		5,000,001
Cash held in AMCI's trust account		$ 230,000,000

Description of the Business (Details) - USD ($)	Mar. 08, 2022	Dec. 07, 2022
Schedule of Reverse Capitalization [Line Items]
Purchase price	$ 1,800,000,000
Minimum closing cash condition	$ 250,000,000
Subsequent Event
Schedule of Reverse Capitalization [Line Items]
Minimum closing cash condition		$ 230,000,000
Sale of stock price (usd per share)		$ 10.00

Summary of Significant Accounting Policies - Going Concern and Segment Information (Details) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Accounting Policies [Abstract]
Cash and cash equivalents	$ 50,370		$ 128,318	$ 60,495
Accumulated deficit	(434,863)		(379,889)	(333,200)
Net cash used in operating activities	(71,336)	$ (26,718)	(42,591)	(39,271)
Net income (loss)	$ (54,974)	$ (30,591)	$ (46,689)	$ (37,713)
Number of operating segments \| segment	1		1

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 50,370	$ 128,318	$ 60,495

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 50,370	$ 128,318		$ 60,495
Restricted cash (presented within Other current assets)	664	414		414
Cash, cash equivalents and restricted cash	$ 51,034	$ 128,732	$ 115,700	$ 60,909	$ 62,117

Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 1,051	$ 1,235	$ 1,325

Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenue Benchmark \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	61.00%	65.00%	38.00%	14.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	24.00%	16.00%	27.00%	28.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	0.00%	15.00%	27.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	3.00%	12.00%	22.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer D
Concentration Risk [Line Items]
Concentration risk, percentage	8.00%	34.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer E
Concentration Risk [Line Items]
Concentration risk, percentage	8.00%	12.00%
Accounts Receivable \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	35.00%		35.00%	27.00%
Accounts Receivable \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage			49.00%
Accounts Receivable \| Customer Concentration Risk \| Customer D
Concentration Risk [Line Items]
Concentration risk, percentage			15.00%

Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss for basic and diluted earnings per common share	$ (54,974)	$ (30,591)	$ (46,689)	$ (37,713)
Unpaid cumulative dividends on preferred stock	(28,925)	(27,068)	(36,758)	(31,291)
Net loss allocated to common shareholders	$ (83,899)	$ (57,659)	$ (83,447)	$ (69,004)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted (in shares)	2,108,472,000	1,909,635,000	1,959,165,000	1,629,821,000
Weighted-average shares used in calculating net loss per share, diluted (in shares)	2,108,472,000	1,909,635,000	1,959,165,000	1,629,821,000
Net loss per common share - basic (usd per share)	$ (39,790)	$ (30,190)	$ (42.59)	$ (42.34)
Net loss per common share - diluted (usd per share)	$ (39,790)	$ (30,190)	$ (42.59)	$ (42.34)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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LanzaTech 10Q Net Loss Per Share - Antidilutive Shares (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2022 shares	Sep. 30, 2021 shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	34,117,671	33,867,263	34,175,113	30,720,703
Conversion ratio	1		1
Liquidity price of SAFE and SAFE warrants	100.00%		100.00%
Liquidity price of SAFE and SAFE warrants, condition one	90.00%		90.00%
Redeemable convertible preferred stock (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	29,521,810	29,521,810	29,521,810	25,729,542
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	3,790,978	3,540,570	3,848,420	4,283,200
RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	579,660	579,660	579,660	324,680
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	225,223	225,223	225,223	383,281

Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 25,781	$ 18,327	$ 25,461	$ 18,353
Research and development
Disaggregation of Revenue [Line Items]
Revenues	8,118	12,053	13,897	8,910
Joint development agreements
Disaggregation of Revenue [Line Items]
Revenues	4,018	10,660	11,700	6,928
Other contract research
Disaggregation of Revenue [Line Items]
Revenues	4,100	1,393	2,197	1,982
Carbon capture and transformation
Disaggregation of Revenue [Line Items]
Revenues	17,663	6,274	11,564	9,443
Licensing
Disaggregation of Revenue [Line Items]
Revenues	1,620	1,518	2,025	1,018
CarbonSmart
Disaggregation of Revenue [Line Items]
Revenues	3,413	0
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	$ 12,630	$ 4,756	$ 9,539	$ 8,425

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Revenues - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from collaborative arrangements	$ 1,733	$ 2,662	$ 3,337	$ 1,163
Revenue from related party transactions	2,116	2,348	3,253	4,203
Billed accounts receivable, net of allowance	11,588		$ 2,878	$ 5,521
Licensing
Disaggregation of Revenue [Line Items]
Revenue from related party transactions	1,620	1,518
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenue from related party transactions	$ 496	$ 830

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 25,781	$ 18,327	$ 25,461	$ 18,353
North America
Disaggregation of Revenue [Line Items]
Revenues	12,361	12,725	15,825	15,732
Europe, Middle East, Africa (EMEA)
Disaggregation of Revenue [Line Items]
Revenues	7,894	5,210
Asia
Disaggregation of Revenue [Line Items]
Revenues	4,151	242	1,477	504
Australia
Disaggregation of Revenue [Line Items]
Revenues	$ 1,375	$ 150	$ 637	$ 0

Revenues - Contract Balances (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Current Contract Assets
Beginning balance	$ 11,700	$ 6,186
Additions to unbilled accounts receivable	19,355	8,516
Unbilled accounts receivable recognized in trade receivables	(16,085)	(3,002)
Decrease on revaluation on currency	(122)
Ending balance	14,848	11,700
Current Contract Liabilities
Beginning balance	3,476	5,480
Increases due to cash received	775	20
Reclassification from non-current to current contract liabilities	2,015	3,080
Reclassification to revenue as a result of performance obligations satisfied	(3,298)	(5,104)
Ending balance	2,968	3,476
Non-current Contract Liabilities
Beginning balance	13,901	11,291
Increases due to cash received	37	5,690
Decrease on revaluation on currency	(804)
Reclassification from non-current to current contract liabilities	(2,015)	(3,080)
Ending balance	$ 11,119	$ 13,901

Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Current	$ 2,968	$ 3,476	$ 5,480
Non-current	11,119	13,901	11,291
Total	$ 14,087	$ 17,377	$ 16,771

Investments - Schedule of Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Investments [Line Items]
Equity Method Investments	$ 11,047	$ 24,752	$ 23,217
Equity Security Investment in SGLT	14,990
Total Investment	$ 26,037	24,752
SGLT
Investments [Line Items]
Equity Method Investments		12,319	9,566
LanzaJet
Investments [Line Items]
Equity Method Investments		$ 12,433	$ 13,651

Investments - Narrative (Details) ¥ in Thousands					2 Months Ended	9 Months Ended		12 Months Ended
Investments - Narrative (Details) ¥ in Thousands	Apr. 29, 2022 USD ($)	May 13, 2020 USD ($)	Sep. 28, 2011 USD ($)	Sep. 28, 2011 CNY (¥)	Apr. 04, 2021 USD ($) invesstment_round shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Investments [Line Items]
Revenue from contracts with customers								$ (18,871,000)	$ (12,987,000)
Number of rounds of investments \| invesstment_round					2
Gain on dilution								503,000
Transfer from foreign currency translation to equity security investment						$ 928,000
Impairment on equity method investments						0		0
Dividends from equity investments						0		0	0
LanzaJet
Investments [Line Items]
Contribution of intellectual property		$ 15,000,000
Ownership percentage		37.50%			25.00%
Revenue from contracts with customers						(1,620,000)	$ (1,516,000)	(2,025,000)	(1,018,000)
Deferred revenue						$ 8,734,000		$ 10,746,000	13,433,000
Profit amortization period						15 years		15 years
Gain on dilution					$ 503,000
Contingent right to receive additional interest \| shares					45,000,000
Equity method investments cost					$ 0
Carrying value less than proportionate share of book value						$ 3,600,000		$ 3,100,000	3,800,000
LanzaJet \| Intra-entity
Investments [Line Items]
Revenue from contracts with customers						395,000	497,000	$ (662,000)	$ (549,000)
SGLT
Investments [Line Items]
Contribution of intellectual property			$ 4,000,000	¥ 25,800
Ownership percentage	9.31%		30.00%	30.00%				10.01%	11.14%
Gain on dilution	$ 3,368,000						$ 3,014,000	$ 3,048,000	$ 3,811,000
Equity securities loss						$ 76,000

Fair Value - Financial Assets and Liabilities (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Liabilities:
Warrants	$ 2,022,000	$ 1,729,000	$ 0	$ 107,000
SAFE liability	27,221,000	28,271,000	0
Fair Value, Recurring
Assets:
Cash equivalents	519,000	516,000	516,000
Liabilities:
Warrants		1,145,000	582,000
SAFE liability	27,221,000	28,271,000
Total Liabilities	30,815,000	31,145,000
Fair Value, Recurring \| Warrants
Liabilities:
Warrants	1,572,000
Fair Value, Recurring \| SAFE warrant
Liabilities:
Warrants	2,022,000	1,729,000
Fair Value, Recurring \| Level 1
Assets:
Cash equivalents	519,000	516,000	516,000
Liabilities:
Warrants		0	0
SAFE liability	0	0
Total Liabilities	0	0
Fair Value, Recurring \| Level 1 \| Warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 1 \| SAFE warrant
Liabilities:
Warrants	0	0
Fair Value, Recurring \| Level 2
Assets:
Cash equivalents	0	0	0
Liabilities:
Warrants		0	0
SAFE liability	0	0
Total Liabilities	0	0
Fair Value, Recurring \| Level 2 \| Warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 2 \| SAFE warrant
Liabilities:
Warrants	0	0
Fair Value, Recurring \| Level 3
Assets:
Cash equivalents	0	0	0
Liabilities:
Warrants		1,145,000	$ 582,000
SAFE liability	27,221,000	28,271,000
Total Liabilities	30,815,000	31,145,000
Fair Value, Recurring \| Level 3 \| Warrants
Liabilities:
Warrants	1,572,000
Fair Value, Recurring \| Level 3 \| SAFE warrant
Liabilities:
Warrants	$ 2,022,000	$ 1,729,000

Fair Value - Narrative (Details) - USD ($)	9 Months Ended		12 Months Ended
Fair Value - Narrative (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of warrants to purchase shares issued	225,223		225,223	383,281
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 14.69	$ 19.93
(Gain) loss on change in fair value of SAFE and warrant liabilities	$ 427,000	$ 699,000	$ 563,000	$ (105,000)
SAFE liability	27,221,000		28,271,000	0
Warrants	$ 2,022,000		$ 1,729,000	$ 0	$ 107,000
Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 14.69		$ 14.69
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 19.93		$ 19.93

Fair Value - Level 3 Fair Value Measurements (Details)	Sep. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	15.03	13.77	4.68
Weighted average exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	17.31	17.32	18.39
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	2.3	2.8	2.8
Term \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5.0	5.0
Term \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5.0	5.0
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.769	0.706	0.889
Expected volatility \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.75	0.60
Expected volatility \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.75	0.60
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.029	0.008	0.004
Risk-free interest rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0333	0.0019
Risk-free interest rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0405	0.0039
Probability weighting \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
SAFE liability, measurement input	0.41
Probability weighting \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
SAFE liability, measurement input	0.59
Probability weighting \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.41	0.25
Probability weighting \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.59	0.75
Interest rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0406	0.0126
Interest rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0406	0.0126
Time to conversion \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
SAFE liability, measurement input	0.3
Time to conversion \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
SAFE liability, measurement input	1.0
Time to conversion \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.3	0.5
Time to conversion \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.0	1.0
Liquidity price \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
SAFE liability, measurement input	1
Liquidity price \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
SAFE liability, measurement input	0.90
Discount rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
SAFE liability, measurement input	0.260
Discount rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
SAFE liability, measurement input	0.260
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0	0
Expected dividend yield \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0
Expected dividend yield \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0

Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	$ 1,145	$ 582	$ 582	$ 687
Issuance of SAFE liability and warrant		0	0
Change in fair value of derivative liabilities	427	699	563	(105)
Derivative warrant liabilities at the end	1,572	1,281	1,145	582
SAFE Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	28,271	0	0	0
Issuance of SAFE liability and warrant		0	28,271
Change in fair value of derivative liabilities	(1,050)	0	0	0
Derivative warrant liabilities at the end	27,221	0	28,271	0
SAFE warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	1,729	0	0	0
Issuance of SAFE liability and warrant		0	1,729
Change in fair value of derivative liabilities	293	0	0	0
Derivative warrant liabilities at the end	$ 2,022	$ 0	$ 1,729	$ 0

Income Taxes (Details) - USD ($)	9 Months Ended		11 Months Ended	12 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Foreign earnings repatriated	$ 0	$ 0		$ 0	$ 0
Deferred income tax	0	0		0	0
Income tax expense	$ 0	$ 0	$ 0	$ 0	$ 0
Effective tax rate	0.00%	0.00%	0.00%	0.00%	0.00%
Foreign \| New Zealand
Income Taxes [Line Items]
Effective tax rate		28.00%

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Share-Based Compensation - Narrative (Details)	9 Months Ended		12 Months Ended
Share-Based Compensation - Narrative (Details)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) scheme $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of share based stock schemes \| scheme			5
Compensation expense	$ 2,067,000	$ 1,790,000	$ 2,531,000	$ 2,392,000
Unrecognized compensation costs	$ 3,835,000		$ 6,120,000
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized cost, recognition period	2 years 3 months 7 days		2 years 8 months 12 days
RSAs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	3 years		3 years
Compensation expense	$ 0	$ 0	$ 0	$ 0
Unrecognized cost, recognition period	10 years		10 years
Unvested shares outstanding (in shares) \| shares	579,660		580,000	325,000
Unvested shares weighted average fair value (usd per share) \| $ / shares	$ 4.72		$ 4.72	$ 4.68
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	2 years		2 years
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	5 years

Share-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Shares under option (thousands)
Beginning balance (in shares)	3,848	4,283
Exercised (in shares)	(3)	(620)
Cancelled/forfeited (in shares)	(38)	(721)
Expired (in shares)	(1)	(334)
Ending balance (in shares)	3,806	3,848	4,283
Vested and expected to vest (in shares)	3,806	3,848	4,283
Exercisable (in shares)	2,918	2,479	2,915
Weighted average exercise price
Beginning balance (usd per share)	$ 6.55	$ 5.12
Exercised (usd per share)	6.75	9.33
Cancelled/forfeited (usd per share)	9.55	2.36
Expired (usd per share)	6.61	2.50
Ending balance (usd per share)	6.52	6.55	$ 5.12
Vested and expecting to vest (usd per share)	6.52	6.55	5.12
Exercisable (usd per share)	$ 6.30	$ 6.31	$ 5.02
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted average remaining contractual term	5 years 4 months 20 days	6 years 1 month 28 days	5 years 1 month 2 days
Vested and expecting, Weighted average remaining contractual term	5 years 4 months 20 days	6 years 1 month 28 days	5 years 1 month 2 days
Exercisable, Weighted average remaining contractual term	4 years 6 months 21 days	4 years 10 months 6 days	3 years 5 months 19 days
Outstanding, Aggregate intrinsic value	$ 42,032	$ 27,796	$ 2,582
Vested and expecting to vest, Aggregate intrinsic value	42,032	27,796	2,582
Exercisable, Aggregate intrinsic value	32,874	18,499	$ 2,582
Exercised, Aggregate intrinsic value	0	0
Cancelled/forfeited, Aggregate intrinsic value	188	1,741
Expired, Aggregate intrinsic value	$ 4	$ 755

Related Party Transactions (Details) $ in Thousands	9 Months Ended		12 Months Ended
Related Party Transactions (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	May 31, 2020 USD ($) renewal_option
Related Party Transaction [Line Items]
Investments	$ 26,037		$ 24,752
Revenues	2,116	$ 2,348	3,253	$ 4,203
Lease income receivable			288
Related Party Transition Services Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenues	148	355	495	285
Related Party Investment Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenues	170	403	428	2,740
Related Party Lease Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Lease term					10 years
Lease number of renewal terms \| renewal_option					5
Lease renewal term					1 year
Lease income receivable					$ 24
Related Party Supply Agreement
Related Party Transaction [Line Items]
Related party fees			1,223	242
Related Party Supply Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenues	151	69	282	156
Related party fees	$ 893	$ 1,171	$ 1,223	$ 242

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Revenues	$ 2,116	$ 2,348	$ 3,253	$ 4,203
Related Party Transaction [Line Items]
Accounts receivable			1,071	3,257
Contract assets	14,848		11,700	6,186
Equity Method Investee \| Transactions with Equity Method Investees
Related Party Transactions [Abstract]
Revenues			3,253	4,203
Related Party Transaction [Line Items]
Accounts receivable	1,509		1,071	3,257
Contract assets	73		60
Purchases and open accounts payable	$ 1,863		$ 2,575	$ 0

Redeemable, Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended		12 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Shares authorized (in shares)		29,747,033		29,747,033	26,112,823
Shares issued (in shares)		29,521,810		29,521,810	25,729,542
Shares outstanding (in shares)		29,521,810	29,521,810	29,521,810	25,729,542	23,695,330
Carrying Amount		$ 480,631	$ 480,631	$ 480,631	$ 394,408	$ 347,938
Dividend rate		8.00%
Exercise of warrants (in shares)			158,058
Exercise of warrants				$ 3,150
Series A
Temporary Equity [Line Items]
Shares authorized (in shares)		4,666,503		4,666,503	4,666,503
Shares issued (in shares)		4,666,503		4,666,503	4,666,503
Shares outstanding (in shares)		4,666,503		4,666,503	4,666,503	4,666,503
Carrying Amount		$ 12,230		$ 12,230	$ 12,230	$ 12,230
Series A \| Minimum
Temporary Equity [Line Items]
Issue price (in dollars per share)		$ 1.75		$ 1.75	$ 1.75
Series A \| Maximum
Temporary Equity [Line Items]
Issue price (in dollars per share)		$ 3.94		$ 3.94	$ 3.94
Series B
Temporary Equity [Line Items]
Shares authorized (in shares)		1,733,370		1,733,370	1,733,370
Shares issued (in shares)		1,733,370		1,733,370	1,733,370
Shares outstanding (in shares)		1,733,370		1,733,370	1,733,370	1,733,370
Issue price (in dollars per share)		$ 10.38		$ 10.38	$ 10.38
Carrying Amount		$ 18,000		$ 18,000	$ 18,000	$ 18,000
Series C
Temporary Equity [Line Items]
Shares authorized (in shares)		4,254,733		4,254,733	4,254,733
Shares issued (in shares)		4,142,408		4,142,408	4,142,408
Shares outstanding (in shares)		4,142,408		4,142,408	4,142,408	4,142,408
Issue price (in dollars per share)		$ 14.69		$ 14.69	$ 14.69
Carrying Amount		$ 60,850		$ 60,850	$ 60,850	$ 60,850
Series D
Temporary Equity [Line Items]
Shares authorized (in shares)		10,274,260		10,274,260	10,274,260
Shares issued (in shares)		10,161,362		10,161,362	10,003,304
Shares outstanding (in shares)		10,161,362		10,161,362	10,003,304	10,003,304
Issue price (in dollars per share)		$ 19.93		$ 19.93	$ 19.93
Carrying Amount		$ 188,402		$ 188,402	$ 185,252	$ 185,252
Exercise of warrants (in shares)	158,058
Exercise of warrants			$ 3,150
Series E
Temporary Equity [Line Items]
Shares authorized (in shares)		5,183,957		5,183,957	5,183,957
Shares issued (in shares)		5,183,957		5,183,957	5,183,957
Shares outstanding (in shares)		5,183,957		5,183,957	5,183,957	3,149,745
Issue price (in dollars per share)		$ 22.86		$ 22.86	$ 22.86
Carrying Amount		$ 118,076		$ 118,076	$ 118,076	$ 71,606
Series F
Temporary Equity [Line Items]
Shares authorized (in shares)		3,634,210		3,634,210
Shares issued (in shares)		3,634,210		3,634,210
Shares outstanding (in shares)		3,634,210		3,634,210	0	0
Issue price (in dollars per share)		$ 22.86		$ 22.86
Carrying Amount		$ 83,073		$ 83,073	$ 0	$ 0

Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Estimate of possible loss	$ 0	$ 0

Leases (Details) $ in Thousands	1 Months Ended	9 Months Ended		12 Months Ended
Leases (Details) $ in Thousands	May 31, 2020 renewal_option	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Leases [Abstract]
Term of contract	10 years
Number of renewal options \| renewal_option	5
Renewal term	1 year
Related Party Transaction [Line Items]
Lease income from operating leases				$ 24	$ 14
Affiliated Entity
Related Party Transaction [Line Items]
Lease income from operating leases		$ 25	$ 18

Subsequent Events (Details) - USD ($)	Oct. 02, 2022	Dec. 07, 2022	Nov. 09, 2022	Sep. 30, 2022	Mar. 08, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Number of warrants to purchase shares issued				225,223		225,223	383,281
Minimum closing cash condition					$ 250,000,000
Subsequent Event
Subsequent Event [Line Items]
Required equity funding	$ 500,000,000
Initial purchase amount	50,000,000
Required equity funding for qualifying projects	50,000,000
Required equity funding for qualifying projects, remaining amount reduction	$ 5,000,000
Notes receivable, commitment to purchase			$ 5,500,000
Number of warrants to purchase shares issued			316,250
Minimum closing cash condition		$ 230,000,000
Sale of stock price (usd per share)		$ 10.00
Subsequent Event \| LanzaJet Freedom Pines Fuels LLC
Subsequent Event [Line Items]
Notes receivable, aggregate principal amount			$ 147,000,000
Subsequent Event \| Senior Secured Notes Receivable \| LanzaJet Freedom Pines Fuels LLC
Subsequent Event [Line Items]
Notes receivable, aggregate principal amount			$ 113,500,000
Line of credit facility, interest rate			6.00%
Subsequent Event \| Subordinated Secured Notes Receivable \| LanzaJet Freedom Pines Fuels LLC
Subsequent Event [Line Items]
Notes receivable, aggregate principal amount			$ 33,500,000
Line of credit facility, interest rate			6.00%
Subsequent Event \| One Tranche Of Notes
Subsequent Event [Line Items]
Number of warrants to purchase shares issued			575
Amount of Notes purchased			$ 10,000

Summary of Significant Accounting Policies - Restatement (Details) $ / shares in Units, $ in Thousands	2 Months Ended	9 Months Ended		12 Months Ended
	Apr. 04, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equity method investments		$ 11,047		$ 24,752	$ 23,217
Accumulated deficit		(434,863)		(379,889)	(333,200)
Gain from equity method investees, net		2,346	$ 2,371	(1,606)	(1,644)
Revenue from related party transactions		2,116	2,348	3,253	4,203
Contract assets		14,848		11,700	6,186
Other accrued liabilities		8,064		7,059	2,897
Revenue from contracts with customers				18,871	12,987
Consolidated Balance Sheet
Contract assets		14,848		11,700	6,186
Total current assets		88,815		148,675	76,589
Equity method investments		11,047		24,752	23,217
Total assets		135,590		193,011	118,980
Other accrued liabilities		8,064		7,059	2,897
Total current liabilities		49,047		49,290	15,204
Total liabilities		62,599		67,297	35,788
Accumulated deficit		(434,863)		(379,889)	(333,200)
Total shareholders’ deficit		(407,640)	(339,740)	(354,917)	(311,216)
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit		135,590		193,011	118,980
Consolidated Statement of Operations and Comprehensive Loss
Revenue from contracts with customers				18,871	12,987
Revenues		2,116	2,348	3,253	4,203
Revenues		25,781	18,327	25,461	18,353
Cost of revenues from contracts with customers (exclusive of depreciation shown below)				(13,167)	(8,185)
Total cost and operating expenses				(76,480)	(58,054)
Loss from operations		(56,223)	(35,244)	(51,019)	(39,701)
Loss before income taxes		(57,320)	(32,962)	(48,634)	(39,880)
Gain from equity method investees, net		2,346	2,371	1,945	2,167
Net income (loss)		(54,974)	(30,591)	(46,689)	(37,713)
Net loss allocated to common shareholders		(83,899)	(57,659)	(83,447)	(69,004)
Net loss allocated to common shareholders				(83,447)	(69,004)
Comprehensive loss		$ (55,741)	$ (30,620)	$ (46,594)	$ (37,088)
Net loss per common share - basic (usd per share) \| $ / shares		$ (39,790)	$ (30,190)	$ (42.59)	$ (42.34)
Net loss per common share - diluted (usd per share) \| $ / shares		$ (39,790)	$ (30,190)	$ (42.59)	$ (42.34)
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)
Balance at the beginning		$ (354,917)	$ (311,216)	$ (311,216)	$ (276,592)
Net loss		(54,974)	(30,591)	(46,689)	(37,713)
Balance at the end		(407,640)	(339,740)	(354,917)	(311,216)
Consolidated Statement of Cash Flows
Net loss		(54,974)	(30,591)	(46,689)	(37,713)
Non-cash recognition of licensing revenue		(1,620)	(1,516)	(2,022)	(1,018)
Gain from equity method investees, net		2,346	2,371	1,945	2,167
Contract assets		(3,270)	(3,838)	(5,514)	(5,605)
Accounts payable and accrued salaries and wages		463	717	1,256	690
Net cash used in operating activities		(71,336)	(26,718)	(42,591)	(39,271)
Gain on dilution				503
LanzaJet
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equity method investments				12,433	13,651
Revenue from contracts with customers		1,620	1,516	2,025	1,018
Consolidated Balance Sheet
Equity method investments				12,433	13,651
Consolidated Statement of Operations and Comprehensive Loss
Revenue from contracts with customers		1,620	1,516	2,025	1,018
Consolidated Statement of Cash Flows
Gain on dilution	$ 503
Intra-entity \| LanzaJet
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue from contracts with customers		(395)	(497)	662	549
Consolidated Statement of Operations and Comprehensive Loss
Revenue from contracts with customers		(395)	(497)	662	549
Accumulated Deficit
Consolidated Balance Sheet
Total shareholders’ deficit		(434,863)	(363,791)	(379,889)	(333,200)
Consolidated Statement of Operations and Comprehensive Loss
Net income (loss)		(54,974)	(30,591)	(46,689)	(37,713)
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)
Balance at the beginning		(379,889)	(333,200)	(333,200)	(295,487)
Net loss		(54,974)	(30,591)	(46,689)	(37,713)
Balance at the end		(434,863)	(363,791)	(379,889)	(333,200)
Consolidated Statement of Cash Flows
Net loss		(54,974)	(30,591)	(46,689)	(37,713)
Related Party Supply Agreement
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Related party fees				1,223	242
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equity method investments				26,479	24,023
Accumulated deficit				(378,162)	(332,394)
Revenue from related party transactions				3,915	4,752
Contract assets					6,064
Other accrued liabilities					2,775
Revenue from contracts with customers				18,993	12,865
Consolidated Balance Sheet
Contract assets					6,064
Total current assets					76,467
Equity method investments				26,479	24,023
Total assets				194,738	119,664
Other accrued liabilities					2,775
Total current liabilities					15,082
Total liabilities					35,666
Accumulated deficit				(378,162)	(332,394)
Total shareholders’ deficit				(353,190)	(310,410)
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit				194,738	119,664
Consolidated Statement of Operations and Comprehensive Loss
Revenue from contracts with customers				18,993	12,865
Revenues				3,915	4,752
Revenues				26,245	18,780
Cost of revenues from contracts with customers (exclusive of depreciation shown below)				(13,289)	(8,063)
Total cost and operating expenses				(76,602)	(57,932)
Loss from operations				(50,357)	(39,152)
Loss before income taxes				(47,972)	(39,331)
Gain from equity method investees, net				2,204	2,424
Net income (loss)				(45,768)	(36,907)
Net loss allocated to common shareholders				(82,526)	(68,198)
Net loss allocated to common shareholders				(82,526)	(68,198)
Comprehensive loss				$ (45,673)	$ (36,282)
Net loss per common share - basic (usd per share) \| $ / shares				$ (42.12)	$ (41.84)
Net loss per common share - diluted (usd per share) \| $ / shares				$ (42.12)	$ (41.84)
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)
Balance at the beginning		(353,190)	(310,410)	$ (310,410)	$ (276,592)
Net loss				(45,768)	(36,907)
Balance at the end				(353,190)	(310,410)
Consolidated Statement of Cash Flows
Net loss				(45,768)	(36,907)
Non-cash recognition of licensing revenue				(2,684)	(1,567)
Gain from equity method investees, net				2,204	2,424
Contract assets				(5,636)	(5,483)
Accounts payable and accrued salaries and wages				1,378	568
Net cash used in operating activities				(42,591)	(39,271)
Gain on dilution				181
As Previously Reported \| Accumulated Deficit
Consolidated Balance Sheet
Total shareholders’ deficit				(378,162)	(332,394)
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)
Balance at the beginning		(378,162)	(332,394)	(332,394)	(295,487)
Balance at the end				(378,162)	(332,394)
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equity method investments				(1,727)	(806)
Accumulated deficit				(1,727)	(806)
Revenue from related party transactions				(662)	(549)
Contract assets					122
Other accrued liabilities					122
Revenue from contracts with customers				(122)	122
Cost of revenue					122
Consolidated Balance Sheet
Contract assets					122
Total current assets					122
Equity method investments				(1,727)	(806)
Total assets				(1,727)	(684)
Other accrued liabilities					122
Total current liabilities					122
Total liabilities					122
Accumulated deficit				(1,727)	(806)
Total shareholders’ deficit				(1,727)	(806)
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit				(1,727)	(684)
Consolidated Statement of Operations and Comprehensive Loss
Revenue from contracts with customers				(122)	122
Revenues				(662)	(549)
Revenues				(784)	(427)
Cost of revenues from contracts with customers (exclusive of depreciation shown below)				122	(122)
Total cost and operating expenses				122	(122)
Loss from operations				(662)	(549)
Loss before income taxes				(662)	(549)
Gain from equity method investees, net				(259)	(257)
Net income (loss)				(921)	(806)
Net loss allocated to common shareholders				(921)	(806)
Net loss allocated to common shareholders				(921)	(806)
Comprehensive loss				$ (921)	$ (806)
Net loss per common share - basic (usd per share) \| $ / shares				$ (0.47)	$ (0.50)
Net loss per common share - diluted (usd per share) \| $ / shares				$ (0.47)	$ (0.50)
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)
Balance at the beginning		(1,727)	(806)	$ (806)	$ 0
Net loss				(921)	(806)
Balance at the end				(1,727)	(806)
Consolidated Statement of Cash Flows
Net loss				(921)	(806)
Non-cash recognition of licensing revenue				662	549
Gain from equity method investees, net				(259)	(257)
Contract assets				122	(122)
Accounts payable and accrued salaries and wages				(122)	122
Net cash used in operating activities				0	0
Adjustments \| Accumulated Deficit
Consolidated Balance Sheet
Total shareholders’ deficit				(1,727)	(806)
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)
Balance at the beginning		$ (1,727)	$ (806)	(806)	0
Balance at the end				(1,727)	(806)
Adjustments \| Error Correction, Equity Method Investments, Intangibles And Fixed Assets
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equity method investments				580	257
Accumulated deficit				(580)	(257)
Gain from equity method investees, net				(580)	(257)
Consolidated Balance Sheet
Equity method investments				580	257
Accumulated deficit				(580)	(257)
Adjustments \| Error Correction, Equity Method Investment, Contributed Intellectual Asset
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equity method investments				662	549
Accumulated deficit				(662)	(549)
Revenue from related party transactions				(662)	(549)
Consolidated Balance Sheet
Equity method investments				662	549
Accumulated deficit				(662)	(549)
Consolidated Statement of Operations and Comprehensive Loss
Revenues				(662)	$ (549)
Adjustments \| Error Correction, Equity Method Investment, Gain On Dilution
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Equity method investments				322
Accumulated deficit				322
Gain from equity method investees, net				322
Consolidated Balance Sheet
Equity method investments				322
Accumulated deficit				$ 322

Summary of Significant Accounting Policies - Segment Information (Details) - segment	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Number of operating segments	1	1

Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 50,370		$ 128,318	$ 60,495
Accumulated deficit	(434,863)		(379,889)	(333,200)
Net cash used in operating activities	(71,336)	$ (26,718)	(42,591)	(39,271)
Net income (loss)	$ (54,974)	$ (30,591)	$ (46,689)	$ (37,713)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 50,370	$ 128,318	$ 60,495

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 50,370	$ 128,318		$ 60,495
Restricted cash (presented within Other current assets)	664	414		414
Cash, cash equivalents and restricted cash	$ 51,034	$ 128,732	$ 115,700	$ 60,909	$ 62,117

Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 1,051	$ 1,235	$ 1,325

Summary of Significant Accounting Policies - Property, Plant and Equipment, net (Details)	12 Months Ended
	Dec. 31, 2021
Instruments and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Instruments and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Office Equipment and furniture \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Office Equipment and furniture \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Vehicles
Property, Plant and Equipment [Line Items]
Useful life	5 years

Summary of Significant Accounting Policies - Warrants (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Sale of private placement warrants (in shares)	225,223	225,223	383,281
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 14.69	$ 19.93
Warrants	$ 2,022,000	$ 1,729,000	$ 0	$ 107,000

Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenue Benchmark \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	61.00%	65.00%	38.00%	14.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	24.00%	16.00%	27.00%	28.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	0.00%	15.00%	27.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	3.00%	12.00%	22.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer D
Concentration Risk [Line Items]
Concentration risk, percentage	8.00%	34.00%
Accounts Receivable \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	35.00%		35.00%	27.00%
Accounts Receivable \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage			49.00%
Accounts Receivable \| Customer Concentration Risk \| Customer D
Concentration Risk [Line Items]
Concentration risk, percentage			15.00%

Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss for basic and diluted earnings per common share	$ (54,974)	$ (30,591)	$ (46,689)	$ (37,713)
Unpaid cumulative dividends on preferred stock	(28,925)	(27,068)	(36,758)	(31,291)
Net loss allocated to common shareholders	$ (83,899)	$ (57,659)	$ (83,447)	$ (69,004)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted (in shares)	2,108,472,000	1,909,635,000	1,959,165,000	1,629,821,000
Weighted-average shares used in calculating net loss per share, diluted (in shares)	2,108,472,000	1,909,635,000	1,959,165,000	1,629,821,000
Net loss per common share - basic (usd per share)	$ (39,790)	$ (30,190)	$ (42.59)	$ (42.34)
Net loss per common share - diluted (usd per share)	$ (39,790)	$ (30,190)	$ (42.59)	$ (42.34)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

Net Loss Per Share - Antidilutive Shares (Details)	9 Months Ended		12 Months Ended
Net Loss Per Share - Antidilutive Shares (Details)	Sep. 30, 2022 shares	Sep. 30, 2021 shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	34,117,671	33,867,263	34,175,113	30,720,703
Conversion ratio	1		1
Liquidity price of SAFE and SAFE warrants	100.00%		100.00%
Liquidity price of SAFE and SAFE warrants, condition one	90.00%		90.00%
Redeemable convertible preferred stock (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	29,521,810	29,521,810	29,521,810	25,729,542
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	3,790,978	3,540,570	3,848,420	4,283,200
RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	579,660	579,660	579,660	324,680
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	225,223	225,223	225,223	383,281

Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 25,781	$ 18,327	$ 25,461	$ 18,353
Research and development
Disaggregation of Revenue [Line Items]
Revenues	8,118	12,053	13,897	8,910
Joint development agreements
Disaggregation of Revenue [Line Items]
Revenues	4,018	10,660	11,700	6,928
Other contract research
Disaggregation of Revenue [Line Items]
Revenues	4,100	1,393	2,197	1,982
Carbon capture and transformation
Disaggregation of Revenue [Line Items]
Revenues	17,663	6,274	11,564	9,443
Licensing
Disaggregation of Revenue [Line Items]
Revenues	1,620	1,518	2,025	1,018
CarbonSmart
Disaggregation of Revenue [Line Items]
Revenues	3,413	0
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	$ 12,630	$ 4,756	$ 9,539	$ 8,425

Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 25,781	$ 18,327	$ 25,461	$ 18,353
North America
Disaggregation of Revenue [Line Items]
Revenues	12,361	12,725	15,825	15,732
Europe
Disaggregation of Revenue [Line Items]
Revenues			7,522	2,117
Asia
Disaggregation of Revenue [Line Items]
Revenues	4,151	242	1,477	504
Australia
Disaggregation of Revenue [Line Items]
Revenues	$ 1,375	$ 150	$ 637	$ 0

Revenues - Contract Balances (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Current Contract Assets
Beginning balance	$ 11,700	$ 6,186
Additions to unbilled accounts receivable	19,355	8,516
Unbilled accounts receivable recognized in trade receivables	(16,085)	(3,002)
Ending balance	14,848	11,700
Current Contract Liabilities
Beginning balance	3,476	5,480
Increases due to cash received	775	20
Reclassification from non-current to current contract liabilities	2,015	3,080
Ending balance	2,968	3,476
Non-current Contract Liabilities
Beginning balance	13,901	11,291
Increases due to cash received	37	5,690
Reclassification from non-current to current contract liabilities	(2,015)	(3,080)
Reclassification to revenue as a result of performance obligations satisfied	(3,298)	(5,104)
Ending balance	$ 11,119	$ 13,901

Revenues - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Billed accounts receivable, net of allowance	$ 11,588	$ 2,878	$ 5,521

Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Current	$ 2,968	$ 3,476	$ 5,480
Non-current	11,119	13,901	11,291
Total	$ 14,087	$ 17,377	$ 16,771

Investments - Equity Method Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 11,047	$ 24,752	$ 23,217
LanzaJet
Schedule of Equity Method Investments [Line Items]
Equity Method Investments		12,433	13,651
SGLT
Schedule of Equity Method Investments [Line Items]
Equity Method Investments		$ 12,319	$ 9,566

Investments - Narrative (Details) ¥ in Thousands					2 Months Ended	9 Months Ended		12 Months Ended
Investments - Narrative (Details) ¥ in Thousands	Apr. 29, 2022 USD ($)	May 13, 2020 USD ($)	Sep. 28, 2011 USD ($)	Sep. 28, 2011 CNY (¥)	Apr. 04, 2021 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Schedule of Equity Method Investments [Line Items]
Revenue from contracts with customers								$ 18,871,000	$ 12,987,000
Gain on dilution								503,000
Impairment on equity method investments								0	0
Dividends from equity investments						$ 0		0	0
LanzaJet
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property		$ 15,000,000
Ownership percentage		37.50%			25.00%
Revenue from contracts with customers						1,620,000	$ 1,516,000	2,025,000	1,018,000
Deferred revenue						$ 8,734,000		$ 10,746,000	13,433,000
Profit amortization period						15 years		15 years
Contingent right to receive additional interest \| shares					45,000,000
Equity method investments cost					$ 0
Gain on dilution					$ 503,000
Carrying value less than proportionate share of book value						$ 3,600,000		$ 3,100,000	3,800,000
LanzaJet \| Intra-entity
Schedule of Equity Method Investments [Line Items]
Revenue from contracts with customers						$ (395,000)	(497,000)	$ 662,000	$ 549,000
SGLT
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property			$ 4,000,000	¥ 25,800
Ownership percentage	9.31%		30.00%	30.00%				10.01%	11.14%
Gain on dilution	$ 3,368,000						$ 3,014,000	$ 3,048,000	$ 3,811,000
SGLT \| Intellectual Property
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property			$ 4,000,000	¥ 25,800

Investments - Summarized Financial Information (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Revenues	$ 25,781	$ 18,327	$ 25,461	$ 18,353
Net income (loss)	(54,974)	(30,591)	(46,689)	(37,713)
Net loss	(2,346)	$ (2,371)	1,606	1,644
Current assets	88,815		148,675	76,589
Current liabilities	$ 49,047		49,290	15,204
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments [Line Items]
Revenues			40,244	26,120
Gross profit			(5,703)	(5,510)
Net income (loss)			(9,695)	(9,729)
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

Investments - Transactions (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Sales	$ 2,116	$ 2,348	$ 3,253	$ 4,203
Accounts receivable			1,071	3,257
Equity Method Investee \| Transactions with Equity Method Investees
Schedule of Equity Method Investments [Line Items]
Sales			3,253	4,203
Accounts receivable	1,509		1,071	3,257
Purchases and open accounts payable	$ 1,863		$ 2,575	$ 0

Fair Value - Financial Assets and Liabilities (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Liabilities:
Warrants	$ 2,022,000	$ 1,729,000	$ 0	$ 107,000
SAFE liability	27,221,000	28,271,000	0
Fair Value, Recurring
Assets:
Cash equivalents	519,000	516,000	516,000
Liabilities:
Warrants		1,145,000	582,000
SAFE liability	27,221,000	28,271,000
Total Liabilities	30,815,000	31,145,000
Fair Value, Recurring \| SAFE warrant
Liabilities:
Warrants	2,022,000	1,729,000
Fair Value, Recurring \| Level 1
Assets:
Cash equivalents	519,000	516,000	516,000
Liabilities:
Warrants		0	0
SAFE liability	0	0
Total Liabilities	0	0
Fair Value, Recurring \| Level 1 \| SAFE warrant
Liabilities:
Warrants	0	0
Fair Value, Recurring \| Level 2
Assets:
Cash equivalents	0	0	0
Liabilities:
Warrants		0	0
SAFE liability	0	0
Total Liabilities	0	0
Fair Value, Recurring \| Level 2 \| SAFE warrant
Liabilities:
Warrants	0	0
Fair Value, Recurring \| Level 3
Assets:
Cash equivalents	0	0	0
Liabilities:
Warrants		1,145,000	$ 582,000
SAFE liability	27,221,000	28,271,000
Total Liabilities	30,815,000	31,145,000
Fair Value, Recurring \| Level 3 \| SAFE warrant
Liabilities:
Warrants	$ 2,022,000	$ 1,729,000

Fair Value - Narrative (Details) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
Fair Value - Narrative (Details) - USD ($)	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
(Gain) loss on change in fair value of SAFE and warrant liabilities		$ 427,000	$ 699,000	$ 563,000	$ (105,000)
Exercise of warrants (in shares)			158,058
Warrants		$ 2,022,000		$ 1,729,000	$ 0	$ 107,000
Series D
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise of warrants (in shares)	158,058

Fair Value - Level 3 Fair Value Measurements (Details)	Sep. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	15.03	13.77	4.68
Weighted average exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	17.31	17.32	18.39
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	2.3	2.8	2.8
Term \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5.0	5.0
Term \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5.0	5.0
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.769	0.706	0.889
Expected volatility \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.75	0.60
Expected volatility \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.75	0.60
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.029	0.008	0.004
Risk-free interest rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0333	0.0019
Risk-free interest rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0405	0.0039
Probability weighting \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.41	0.25
Probability weighting \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.59	0.75
Probability weighting \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.25
Probability weighting \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.75
Interest rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0406	0.0126
Interest rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0406	0.0126
Time to conversion \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.3	0.5
Time to conversion \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.0	1.0
Time to conversion \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.5
Time to conversion \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		1.0
Liquidity price \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		1
Liquidity price \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.90
Discount rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.171
Discount rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.171
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0	0
Expected dividend yield \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0
Expected dividend yield \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0

Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	$ 1,145	$ 582	$ 582	$ 687
Issuance of SAFE liability and warrant		0	0
Change in fair value of derivative liabilities	427	699	563	(105)
Derivative warrant liabilities at the end	1,572	1,281	1,145	582
SAFE Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	28,271	0	0	0
Issuance of SAFE liability and warrant		0	28,271
Change in fair value of derivative liabilities	(1,050)	0	0	0
Derivative warrant liabilities at the end	27,221	0	28,271	0
SAFE warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	1,729	0	0	0
Issuance of SAFE liability and warrant		0	1,729
Change in fair value of derivative liabilities	293	0	0	0
Derivative warrant liabilities at the end	$ 2,022	$ 0	$ 1,729	$ 0

Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Materials and supplies		$ 2,900	$ 1,952
Prepaid assets		1,503	1,419
Other		1,376	1,016
Other current assets	$ 12,009	$ 5,779	$ 4,387

Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		$ 36,521	$ 30,298
Less accumulated depreciation		22,373	18,689
Total property, plant and equipment, net	$ 16,645	14,148	11,609
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		64	64
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		4,113	4,187
Instruments and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		26,627	21,735
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		71	58
Office Equipment and furniture
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		1,590	1,347
Other
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		728	544
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		$ 3,328	$ 2,363

Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3,433	$ 2,763	$ 3,806	$ 2,979

Debt (Details) - USD ($)	Dec. 31, 2021	Sep. 28, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt, net	$ 0		$ 3,635,000
Current portion of long-term debt	0		570,000
Long-term debt	0		3,065,000
2016 WTI Loan
Debt Instrument [Line Items]
Total debt, net	0		570,000
PPP Loan
Debt Instrument [Line Items]
Total debt, net	$ 0	$ 0	$ 3,065,000

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Debt - Narrative (Details) - USD ($)		1 Months Ended		12 Months Ended
Debt - Narrative (Details) - USD ($)	Sep. 28, 2021	Mar. 31, 2021	Apr. 30, 2020	Dec. 31, 2016	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Outstanding debt					$ 0	$ 3,635,000
2016 WTI Loan
Debt Instrument [Line Items]
Debt face amount				$ 17,500,000
Interest rate				12.50%
Term				39 months
Repayment of debt		$ 570,000
Outstanding debt					0	570,000
2016 WTI Loan \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable interest rate				9.00%
PPP Loan
Debt Instrument [Line Items]
Interest rate			0.98%
Issuance of debt			$ 3,065,000
Debt forgiveness	$ 3,065,000
Outstanding debt	$ 0				$ 0	$ 3,065,000

SAFE (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SAFE liability	$ 27,221	$ 28,271	$ 0

Income Taxes - Components of (Loss) Income (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Foreign			$ 722	$ 2,832
Net income (loss)	$ (54,974)	$ (30,591)	(46,689)	(37,713)
United States
Income Taxes [Line Items]
Domestic			(39,860)	106
New Zealand
Income Taxes [Line Items]
Domestic			$ (7,551)	$ (40,651)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.