0001628280-23-016119 | S-1/A | XBRL Viewer

Redeemable, Convertible Preferred Stock

Note 6 — Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock features 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, 2022 and 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 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	1,113,633
Class A common stock subject to possible redemption, December 31, 2022	$	151,113,633

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, 2022 and December 31, 2021, 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 year ended December 31, 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 year ended December 31, 2021. 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.

Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of December 31, 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.

Income Taxes - Reconciliation (Details) - USD ($)	12 Months Ended
Income Taxes - Reconciliation (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax (benefit) at the statutory federal income tax rate	$ (16,035,000)	$ (9,805,000)
Foreign tax rate differential	(72,000)	(605,000)
State and local taxes	(6,961,000)	(4,068,000)
Foreign exchange differences	0	(143,000)
Stock-based compensation	288,000	501,000
Interest income on receivable	0	882,000
Equity method investment	(701,000)	(443,000)
Non-deductible legal costs	0	1,291,000
Gain from redomiciliation of intellectual property	0	4,890,000
Valuation allowance	26,286,000	7,958,000
PPP loan forgiveness	0	(644,000)
Deferred True-Up	(2,836,000)	0
Other	31,000	186,000
Total income tax benefit	$ 0	$ 0
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income tax (benefit) at the statutory federal income tax rate	21.00%	21.00%
Foreign tax rate differential	0.10%	1.30%
State and local taxes	9.10%	8.70%
Foreign exchange differences	0.00%	0.30%
Stock-based compensation	(0.40%)	(1.10%)
Interest income on receivable	0.00%	(1.90%)
Equity method investment	0.90%	0.90%
Non-deductible legal costs	0.00%	(2.80%)
Gain from redomiciliation of intellectual property	0.00%	(10.50%)
Valuation allowance	(34.40%)	(17.00%)
PPP loan forgiveness	0.00%	1.40%
Deferred True-Up	3.70%	0.00%
Other	0.00%	(0.30%)
Total income tax benefit	0.00%	0.00%

Class A Common Stock Subject to Possible Redemption (Tables)

12 Months Ended

Dec. 31, 2022

Summary of reconciliation of common stock subject to possible redemption

The Class A common stock subject to possible redemption reflected on the 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	1,113,633
Class A common stock subject to possible redemption, December 31, 2022	$	151,113,633

The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2022 and December 31, 2021, 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

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

12 Months Ended

Dec. 31, 2022

Schedule of Calculation of Basic and Diluted Net Loss per Share

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 Year Ended December 31, 2022				For the period from January 28, 2021 (inception) through December 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	(1,086,757)	$	(271,689)	$	25,974	$	20,764

Denominator:
Basic and diluted weighted average common shares outstanding	15,000,000		3,750,000		4,690,909		3,750,000
Basic and diluted net income (loss) per common share	$	(0.07)	$	(0.07)	$	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):


	Year Ended December 31,
	2022		2021
Numerator:
Net loss for basic and diluted earnings per common share	$	(76,356)	$	(46,689)
Unpaid cumulative dividends on preferred stock	(38,672)		(36,758)
Net loss allocated to common shareholders	$	(115,028)	$	(83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	2,126,346		1,959,165
Net loss per common share, basic and diluted(1)	$	(54.10)	$	(42.59)

__________________

(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.

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Revenues	$ 2,970	$ 3,253
Related Party Transaction [Line Items]
Contract assets	18,000	11,700	$ 6,186
Equity Method Investee \| Transactions with Equity Method Investees
Related Party Transaction [Line Items]
Accounts receivable	1,821	1,071
Contract assets	0	60
Purchases and open accounts payable	$ 3,195	$ 2,575

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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Fair Value Measurements - Level 3 fair value measurements (Details)	Dec. 31, 2022 $ / shares Y	Dec. 31, 2021 $ / shares Y
Weighted average exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	17.31	17.32
Weighted average exercise price \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.734	0.706
Expected volatility \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.052	0.096
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	22.81	13.77
Stock price \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	9.98	9.66
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.1	2.8
Term \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| Y	5.09	5.75
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.045	0.008
Risk-free interest rate \| AMCI ACQUISITION CORP. II
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0391	0.0132

Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss for basic and diluted earnings per common share	$ (76,356)	$ (46,689)
Unpaid cumulative dividends on preferred stock	(38,672)	(36,758)
Net loss allocated to common shareholders	$ (115,028)	$ (83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted (in shares)	2,126,346,000	1,959,165,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)	2,126,346,000	1,959,165,000
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ (54.10)	$ (42.59)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ (54.10)	$ (42.59)

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 deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Cover Page	12 Months Ended
Cover Page	Dec. 31, 2022
Cover [Abstract]
Document Type	S-1/A
Entity Registrant Name	LanzaTech Global, Inc.
Entity Central Index Key	0001843724
Amendment Flag	true
Amendment Description	PRE-EFFECTIVEAMENDMENT NO. 2
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

STATEMENT OF OPERATIONS - USD ($)	11 Months Ended	12 Months Ended
STATEMENT OF OPERATIONS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Loss from operations		$ (75,599,000)
Other (expense) income:
Change in fair value of derivative warrant liabilities		(1,949,000)
Income tax expense		0
Net income (loss)		$ (76,356,000)
Weighted average shares outstanding of common stock - basic (in shares)		2,126,346,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)		2,126,346,000
Basic and diluted net income (loss) per share - basic (in dollars per share)		$ (54.10)
Basic and diluted net income (loss) per share - diluted (in dollars per share)		$ (54.10)
AMCI ACQUISITION CORP. II
General and administrative expenses	$ 951,461	$ 5,923,760
General and administrative expenses – related party	50,000	120,000
Capital base tax expense	198,129	246,182
Franchise tax expense	188,237	200,050
Loss from operations	(1,387,827)	(6,489,992)
Other (expense) income:
Change in fair value of derivative warrant liabilities	1,905,000	2,969,630
Gain from extinguishment of deferred underwriting commissions on public shares		171,700
Offering costs allocated to derivative warrant liabilities	(476,450)	0
Income from investments held in trust account	6,015	2,299,536
Loss before income taxes		(1,049,126)
Income tax expense	0	309,320
Net income (loss)	$ 46,738	$ (1,358,446)
Class A Common stock \| AMCI ACQUISITION CORP. II
Other (expense) income:
Weighted average shares outstanding of common stock - basic (in shares)	4,690,909	15,000,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)	4,690,909	15,000,000
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ 0.01	$ (0.07)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ 0.01	$ (0.07)
Class B Common Stock \| AMCI ACQUISITION CORP. II
Other (expense) income:
Weighted average shares outstanding of common stock - basic (in shares)	3,750,000	3,750,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)	3,750,000	3,750,000
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ 0.01	$ (0.07)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ 0.01	$ (0.07)

Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
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]	Loss on change in fair value of SAFE and warrant liabilities
Derivative Financial Instruments, Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning		$ 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	(630,000)	944,630
Derivative warrant liabilities at the end	$ 1,785,000	$ 840,370

Income Taxes (Tables)

12 Months Ended

Dec. 31, 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,
	2022		2021
United States	$	(73,271)	$	(39,860)

Foreign	(3,085)		(6,829)
Total	$	(76,356)	$	(46,689)

Income tax provision

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


	For the Year Ended December 31, 2022		For the Period from January 28, 2021 (inception) through December 31, 2021
Current
Federal	$	309,320	$	—
State	—		—
Deferred
Federal	(15,220)		(290,181)
State	—
Valuation allowance	15,220		290,181
Income tax provision	$	309,320	$	—

The Company does not have any current or deferred taxes in either the United States or our foreign operations.

Reconciliation of income taxes computed at statutory federal income tax rate

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


	For the Year Ended December 31, 2022		For the Period from January 28, 2021 (inception) through December 31, 2021
Statutory federal income tax rate	21.0	%	21.0	%
Change in fair value of derivative warrant liabilities	59.4	%	(855.9)	%
Offering costs allocated to derivative warrant liabilities	0.0	%	214.0	%
Gain from settlement of deferred underwriting commissions	3.4	%	—	%
Capitalized merger costs	(111.9)	%	—	%
Change in valuation allowance	(1.5)	%	620.9	%
Income tax expense	(29.6)	%	0.0	%

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 2022 and 2021) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):


	Year Ended December 31,
	2022				2021
Income tax (benefit) at the statutory federal income tax rate	$	(16,035)	21.0	%	$	(9,805)	21.0	%
Foreign tax rate differential	(72)		0.1	%	(605)		1.3	%
State and local taxes	(6,961)		9.1	%	(4,068)		8.7	%

Foreign exchange differences	—		—	%	(143)		0.3	%
Stock-based compensation	288		(0.4)	%	501		(1.1)	%
Interest income on receivable	—		—	%	882		(1.9)	%
Equity method investment	(701)		0.9	%	(443)		0.9	%
Non-deductible legal costs	—		—	%	1,291		(2.8)	%
Gain from redomiciliation of intellectual property	—		—	%	4,890		(10.5)%
Valuation allowance	26,286		(34.4)	%	7,958		(17.0)	%
PPP loan forgiveness	—		—	%	$	(644)	1.4	%
Deferred True-Up	(2,836)		3.7%		—		—%
Other	31		—	%	186		(0.3)	%
Total income tax benefit	$	—	—	%	$	—	—	%

Significant components of deferred tax assets and liabilities

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


	December 31,
	2022		2021
Deferred tax assets:
Start-up/Organization costs	$	305,401	$	210,307
Net operating loss carryforwards	—		79,874
Total deferred tax assets	305,401		290,181
Valuation allowance	(305,401)		(290,181)
Deferred tax asset, net of allowance	$	—	$	—

Significant components of deferred tax assets and liabilities were as follows (in thousands):


	Year Ended December 31,
Deferred tax assets:	2022		2021
Net operating loss and credit carryforwards	$	133,537	$	107,979
Stock-based compensation	2,071		—
Operating lease liability	2,473		1,878
Accrued bonus	1,514		981
Accrued expenses	239		1,566
Deferred revenue	126		309
Equity method investment	2,040		1,243
Other	460		925
	$	142,460	$	114,881

Valuation allowance	(139,562)		(113,276)
Net deferred tax asset	$	2,898	$	1,605
Deferred tax liabilities:
Operating lease asset	(2,125)		(1,429)
Other	(773)		(176)
Total deferred tax liabilities	$	(2,898)	$	(1,605)

Net deferred income tax assets and liabilities:	$	—	$	—

Summary of Significant Accounting Policies - Benefit Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Contributions to plan	$ 720	$ 987

Redeemable, Convertible Preferred Stock - Authorized, Issued and Outstanding Shares, Issue Price, and Carrying Value (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Shares authorized (in shares)	29,747,033	29,747,033
Shares issued (in shares)	29,521,810	29,521,810
Shares outstanding (in shares)	29,521,810	29,521,810	25,729,542
Carrying Amount	$ 480,631	$ 480,631	$ 394,408
Series A
Temporary Equity [Line Items]
Shares authorized (in shares)	4,666,503	4,666,503
Shares issued (in shares)	4,666,503	4,666,503
Shares outstanding (in shares)	4,666,503	4,666,503
Carrying Amount	$ 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
Shares issued (in shares)	1,733,370	1,733,370
Shares outstanding (in shares)	1,733,370	1,733,370
Issue price (in dollars per share)	$ 10.38	$ 10.38
Carrying Amount	$ 18,000	$ 18,000
Series C
Temporary Equity [Line Items]
Shares authorized (in shares)	4,254,733	4,254,733
Shares issued (in shares)	4,142,408	4,142,408
Shares outstanding (in shares)	4,142,408	4,142,408
Issue price (in dollars per share)	$ 14.69	$ 14.69
Carrying Amount	$ 60,850	$ 60,850
Series D
Temporary Equity [Line Items]
Shares authorized (in shares)	10,274,260	10,274,260
Shares issued (in shares)	10,161,362	10,161,362
Shares outstanding (in shares)	10,161,362	10,161,362
Issue price (in dollars per share)	$ 19.93	$ 19.93
Carrying Amount	$ 188,402	$ 188,402
Series E
Temporary Equity [Line Items]
Shares authorized (in shares)	5,183,957	5,183,957
Shares issued (in shares)	5,183,957	5,183,957
Shares outstanding (in shares)	5,183,957	5,183,957
Issue price (in dollars per share)	$ 22.86	$ 22.86
Carrying Amount	$ 118,076	$ 118,076
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
Issue price (in dollars per share)	$ 22.86	$ 22.86
Carrying Amount	$ 83,073	$ 83,073

Related Party Transactions - Additional Information (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Feb. 03, 2023	Nov. 09, 2022	Jan. 29, 2021
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued	225,223	225,223	225,223	10,000,000	316,250
Number of shares per warrant (in shares)		1
Exercise price of warrant	$ 19.93	$ 14.69	$ 19.93		$ 0.0575
Price of warrant (in usd per warrant)		$ 11.50
Aggregate purchase price		$ 50,000,000	$ 30,000,000
Outstanding working capital loans	$ 0		0
Sponsor
Related Party Transaction [Line Items]
Related party fees		1,400,000	$ 0
Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant (in usd per warrant)	$ 1.00		$ 1.00
Loan conversion agreement warrant	$ 1,500,000		$ 1,500,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 300,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Amount incurred	50,000	120,000
Due to related party	$ 50,000	$ 120,000	$ 50,000

Stock-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Shares under option (thousands)
Beginning balance (in shares)	3,848
Exercised (in shares)	(451)
Cancelled/forfeited (in shares)	(44)
Expired (in shares)	(1)
Ending balance (in shares)	3,353	3,848
Vested and expected to vest (in shares)	3,353	3,848
Exercisable (in shares)	2,563	2,479
Weighted average exercise price
Beginning balance (usd per share)	$ 6.55
Exercised (usd per share)	6.98
Cancelled/forfeited (usd per share)	9,530
Expired (usd per share)	6.61
Ending balance (usd per share)	6.45	$ 6.55
Vested and expecting to vest (usd per share)	6.45	6.55
Exercisable (usd per share)	$ 6.27	$ 6.31
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted average remaining contractual term	5 years 9 months 18 days	6 years 1 month 28 days
Vested and expecting, Weighted average remaining contractual term	5 years 9 months 18 days	6 years 1 month 28 days
Exercisable, Weighted average remaining contractual term	5 years 1 month 24 days	4 years 10 months 6 days
Outstanding, Aggregate intrinsic value	$ 58,565	$ 27,796
Vested and expecting to vest, Aggregate intrinsic value	58,565	27,796
Exercisable, Aggregate intrinsic value	45,204	$ 18,499
Exercised, Aggregate intrinsic value	3,520
Cancelled/forfeited, Aggregate intrinsic value	218
Expired, Aggregate intrinsic value	$ 4

SAFE	12 Months Ended
SAFE	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SAFE	SAFE AM SAFE In December 2021, the Company issued the AM SAFE that allows an investor to participate in future equity financings through a share-settled redemption of 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 the AM 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 AM 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 AM 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 AM 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 AM SAFE would be settled into a number of preferred shares equal to the invested amount of the AM 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 AM SAFE had not yet converted as a qualifying financing had not yet occurred as of December 31, 2022. As of December 31, 2022 and December 31, 2021, the AM SAFE had a fair value of $28,986 and $28,271, respectively. The AM SAFE was recorded within current liabilities on the consolidated balance sheet. Brookfield SAFE On October 2, 2022, LanzaTech entered into the Brookfield SAFE and received a cash payment of $50,000 as the Initial Purchase Amount. In exchange, the Company granted to Brookfield the right to certain shares of the Company's capital stock upon a Liquidity Event. If no Liquidity Event occurs prior to the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount less any Non-Repayable Amount (i.e. the Remaining Amount), plus interest on such Remaining Amount 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 the Company 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) at Liquidity Event or Equity Financing’s share price. For each $50,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount will be reduced by $5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into shares of LanzaTech. Upon and after 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), at the Liquidity Event or Equity Financing's share price. The Remaining Amount may convert into LanzaTech or New LanzaTech capital stock, in the case of a de-SPAC Transaction, at any time at the sole option of Brookfield. The Brookfield SAFE had not yet converted as a qualifying financing had not yet occurred and no project investments were presented to Brookfield as of December 31, 2022. As of December 31, 2022, the Brookfield SAFE had a fair value of $50,000 and was recorded within non-current liabilities on the consolidated balance sheet. 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 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. There have been no investments in projects as of December 31, 2022.

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

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

Schedule of Other Current Assets

As of December 31, 2022 and 2021 other current assets consisted of the following (in thousands):


	As of
	December 31, 2022		December 31, 2021
Materials and supplies	$	4,164	$	2,900
Prepaid assets	2,833		1,503
Other	4,160		1,376
	$	11,157	$	5,779

Income Taxes - Components of (Loss) Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (73,271)	$ (39,860)
Foreign	(3,085)	(6,829)
Net income (loss)	$ (76,356)	$ (46,689)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Lessee, Operating Lease, Liability, Maturity

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review, except as noted in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Subsequent Events The Company has evaluated events occurring subsequent to December 31, 2022 through March 28, 2023, the date the consolidated financial statements were available to be issued. The Company has identified: Closing of the Business Combination On February 8, 2023 (the “Closing Date”), AMCI, consummated the previously announced Business Combination (refer to Note 1) pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the Merger Agreement), by and among the Merger Sub (AMCI, AMCI Merger Sub, Inc., a Delaware corporation) and LanzaTech NZ, Inc. Pursuant to the Merger Agreement, on the Closing Date, (i) AMCI changed its name to “LanzaTech Global, Inc.” (New LanzaTech), and (ii) Merger Sub merged with and into LanzaTech NZ, Inc., with LanzaTech NZ, Inc. as the surviving company in the Business Combination. After giving effect to such Business Combination, LanzaTech NZ, Inc. became a wholly owned subsidiary of New LanzaTech. The Business Combination will be accounted for as a reverse recapitalization. LanzaTech is deemed the accounting predecessor and New LanzaTech is the successor SEC registrant. Under this method of accounting, AMCI is treated as the acquired company for financial statement reporting purposes. Accordingly, the consolidated balance sheets and results of operations of LanzaTech will become the historical financial statements of New LanzaTech, and AMCI’s assets, liabilities and results of operations will be consolidated with LanzaTech’s beginning on the acquisition date. The net assets of LanzaTech will be recognized at carrying value, with no goodwill or other intangible assets recorded. The Company is still evaluating all of the accounting impacts of the Closing of the Business Combination, and will account for them in its consolidated financials for the period ended March 31, 2023. Forward Purchase Agreement On February 3, 2023, AMCI, LanzaTech NZ, Inc. and ACM ARRT H LLC (the "Seller") entered into an agreement (the "Forward Purchase Agreement") for an over-the-counter equity prepaid forward transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, the Seller can purchase up to 10,000,000 Class A common shares, par value $0.0001 per share, of AMCI before the Closing from holders of AMCI's common shares (other than AMCI), including from holders who have previously elected to redeem their AMCI's common shares (the “Recycled Shares”). As of the Closing Date, the Seller obtained 5,916,514 Recycled Shares on the open market for approximately $10.16 per share (“Redemption Price”), and such purchase price of $60.1 million was funded by the use of proceeds from the Business Combination deposited in a trust account, as a prepayment (“Prepayment Amount”) for the Forward Purchase Agreement redemption at the end of three years (“Maturity Date”). The Seller has the right at the end of three years to return the shares and keep the Prepayment Amount plus the fees described below, or may, at the Seller’s sole discretion, to partially or fully terminate this transaction over the course of the three year term by returning cash in an amount equal to the number of shares terminated from time to time (“Terminated Shares”) multiplied by the Redemption Price, which price may be reduced in the case of certain dilutive events (“Reset Price”). At the end of the three-year term, New LanzaTech is obligated to pay the Seller an amount equal to the product of (1) 7,500,000 less (b) the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”). In addition to the Prepayment Amount and the Maturity Consideration, on the Maturity Date, New LanzaTech shall pay to the Seller an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5.1 million (the “Share Consideration”). In addition, the Seller may request, at its sole discretion, warrants of New LanzaTech exercisable for shares in an amount equal to 10,000,000 less the number of Recycled Shares (“Shortfall Warrants”). The Shortfall Warrants warrants have an exercise price equal to the Reset Price. The form of the Shortfall Warrants shall be agreed upon by LanzaTech, AMCI and the Seller within 45 days of the executed Forward Purchase Agreement. The Seller has requested 4,083,486 Shortfall Warrants based on the number of Recycled Shares purchased. In connection with the Forward Purchase Agreement, the Seller assigned its rights, duties and obligations with respect to a portion of the shares purchased under the Forward Purchase Agreement to Vellar Opportunity Fund SPV LLC - Series 10.

Initial Public Offering (Details) - USD ($)				12 Months Ended
Initial Public Offering (Details) - USD ($)	Sep. 17, 2021	Aug. 06, 2021	Aug. 03, 2021	Dec. 31, 2022	Nov. 09, 2022	Dec. 31, 2021
Description of Organization and Business Operations
Number of shares per warrant (in shares)				1
Class of warrant or right, exercise price of warrants or rights (in dollars per share)				$ 14.69	$ 0.0575	$ 19.93
IPO
Description of Organization and Business Operations
Number of units sold (in shares)		15,000,000
Purchase price, per unit (in dollars per share)		$ 10.00
Proceeds received from initial public offering, gross		$ 150,000,000
Offering costs		13,800,000
Underwriting discount		1,500,000
Deferred underwriting commissions		5,300,000
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 (in shares)		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 (in shares)		15,480,000
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
Over-allotment option
Description of Organization and Business Operations
Option vesting period			45 days	45 days
Option to purchase additional units (in shares)			2,250,000	2,250,000
Common stock forfeited (in shares)	562,500

Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	$ 1,145	$ 582
Issuance of SAFE liability and warrant	0	0
Change in fair value of derivative liabilities	974	563
Derivative warrant liabilities at the end	2,119	1,145
SAFE Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	28,271	0
Issuance of SAFE liability and warrant	0	28,271
Change in fair value of derivative liabilities	715	0
Derivative warrant liabilities at the end	28,986	28,271
SAFE warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	1,729	0
Issuance of SAFE liability and warrant	0	1,729
Change in fair value of derivative liabilities	260	0
Derivative warrant liabilities at the end	1,989	1,729
Brookfield SAFE
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	0
Issuance of SAFE liability and warrant	50,000
Change in fair value of derivative liabilities	0
Derivative warrant liabilities at the end	$ 50,000	$ 0

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, 2022	Dec. 31, 2021
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 107,979,000	$ 133,537,000	$ 107,979,000
Gross deferred tax asset	114,881,000	142,460,000	114,881,000
Valuation allowance	(113,276,000)	(139,562,000)	(113,276,000)
Net deferred tax asset	1,605,000	2,898,000	1,605,000
Unrecognized tax position	0	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	305,401	210,307
Net operating loss carryforwards	79,874	0	79,874
Gross deferred tax asset	290,181	305,401	290,181
Valuation allowance	(290,181)	(305,401)	(290,181)
Net deferred tax asset	0	$ 0	0
Domestic \| AMCI ACQUISITION CORP. II
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 380,351		$ 380,351

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2022
Initial Public Offering
Initial Public Offering	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.

Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 46,738	$ 36,521
Less accumulated depreciation and amortization	27,049	22,373
Total property, plant and equipment, net	19,689	14,148
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	4,126	4,113
Instruments and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	33,093	26,627
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	85	71
Office Equipment and furniture
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,719	1,590
Other
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	871	728
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 6,780	$ 3,328

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

The following table represents the future lease payments for this lease (in thousands):


Year ending December 31,
2023						—
2024						642
2025						1,303
2026						1,342
2027						—
Thereafter						—
Total cash payments						3,287

As of December 31, 2022, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


Year ending December 31,
2023	$	1,302
2024	2,602
2025	2,347
2026	2,418
2027	—
Thereafter	—
Total lease payments	$	8,669
Less: imputed interest	1,256
Total lease liabilities	$	7,413

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,
	2022		2021
Weighted average remaining lease term (years)	3.5		2.4
Weighted average discount rate	7.50	%	7.50	%

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, 2022, is as follows (in thousands)


Year ending December 31,
2023	$	34
2024	155
2025	155
2026	155
2027	155
Thereafter	1,240
	$	1,894

Related Party Transactions - Founder Shares (Details)		11 Months Ended	12 Months Ended	23 Months Ended
Related Party Transactions - Founder Shares (Details)	Jan. 29, 2021 USD ($) $ / shares shares	Dec. 31, 2021 D $ / shares shares	Dec. 31, 2022 D $ / shares	Dec. 31, 2022 USD ($)	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
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
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]
Stock price (usd per share) \| $ / shares	$ 0.0001
Number of shares issued	5,031,250
Founder Shares \| Anchor Investors
Related Party Transaction [Line Items]
Aggregate purchase price \| $	$ 6,500,000
Stock price (usd per share) \| $ / shares	$ 8.35
Number of shares issued	780,000

Description of the Business	12 Months Ended
Description of the Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of Organization and Business Operations LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. II prior to February 8, 2023 (the “Closing Date”) (the “Company”), was 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”). Business Combination On the Closing Date, the Company consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the “Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and LanzaTech NZ, Inc., a Delaware corporation (“Legacy LanzaTech”). Pursuant to the Merger Agreement, on the Closing Date, (i) AMCI changed its name to “LanzaTech Global, Inc.” (“New LanzaTech”), and (ii) Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech as the surviving company in the Business Combination. After giving effect to such Business Combination, Legacy LanzaTech became a wholly owned subsidiary of New LanzaTech. Pursuant to the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of common stock of Legacy LanzaTech (the “Legacy LanzaTech common stock”) was converted into the right to receive 4.374677 shares of common stock, par value $0.0001 per share, of New LanzaTech (the “Common Stock”); (ii) each warrant to purchase Legacy LanzaTech common stock that was outstanding and unexercised immediately prior to the Effective Time and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Business Combination, was automatically exercised or exchanged in full for the applicable shares of Legacy LanzaTech capital stock, and each such share of Legacy LanzaTech capital stock was treated as being issued and outstanding immediately prior to the Effective Time and was cancelled and converted into the right to receive the applicable shares of Common Stock; (iii) each warrant to purchase Legacy LanzaTech common stock that was outstanding and unexercised prior to the Effective Time and was not automatically exercised in full as described in clause (ii) was converted into a warrant to purchase shares of Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant was determined by multiplying the number of shares of Legacy LanzaTech capital stock subject to such warrant immediately prior to the Effective Time, by 4.374677 and (b) the per share exercise price of such New LanzaTech warrant was determined by dividing the per share exercise price of such Legacy LanzaTech warrant immediately prior to the Effective Time by 4.374677, except that in the case of a certain warrant issued by Legacy LanzaTech to ArcelorMittal XCarb S.à r.l on December 8, 2021, such exercise price is $10.00; and (iv) to the extent not converted in full immediately prior to the Effective Time, the Brookfield SAFE was assumed by New LanzaTech and is convertible into 5,000,000 shares of Common Stock. In addition, the accumulated dividends payable to the holders of Legacy LanzaTech preferred shares in connection with the share conversion based on the applicable conversion ratio at the Effective Time were settled by delivery of Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each Legacy LanzaTech option was converted into New LanzaTech options to purchase a number of shares of Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of Legacy LanzaTech common shares subject to such Legacy LanzaTech option multiplied by (ii) 4.374677. The exercise price of such New LanzaTech options is equal to the quotient of (a) the exercise price per share of such Legacy LanzaTech option in effect immediately prior to the Effective Time divided by (b) 4.374677 (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at the Effective Time, each Legacy LanzaTech RSA that was outstanding immediately prior to the Effective Time was converted into a New LanzaTech RSA on the same terms and conditions as were applicable to such Legacy LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of Common Stock equal to the number of Legacy LanzaTech common shares subject to such Legacy LanzaTech RSA, multiplied by 4.374677. Business Prior to the Business Combination As of December 31, 2022, 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, 2022 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’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 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 “trust account”). 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. 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 consolidated 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 consolidated financial statements. The consolidated 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. 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. Liquidity and Capital Resources As of December 31, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $5.9 million. The Company’s liquidity needs up to December 31, 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 non interest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the execution of the Merger Agreement, AMCI entered into subscription agreements (as amended on December 7, 2022, the “Initial Subscription Agreements”) with certain investors (the “Initial PIPE Investors”). AMCI entered into additional subscription agreements with certain institutional and accredited investors (the “PIPE Investors”) on October 8, 2022 (as amended on December 7, 2022) and February 6, 2022 (collectively, the “PIPE Subscription Agreements” and together with the subscription agreement between AMCI and ArcelorMittal, the “Subscription Agreements”). Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 18,500,000 shares of common stock in a private placement at a price of $10.00 per share for an aggregate purchase price of $185 million (the “PIPE Investment”). Such aggregate number of shares and aggregate purchase price include 3,000,000 shares of common stock issued to ArcelorMittal pursuant to the AM SAFE with Legacy LanzaTech, as a result of which such PIPE Investor entered into a Subscription Agreement prior to the closing of the Business Combination. The PIPE Investment was consummated in connection with the consummation of the Business Combination. Upon closing of the Business Combination, the Company retained approximately $153 million net of transaction expenses as working capital. Upon closing of the Business Combination, the Company’s immediate sources of liquidity include cash generated from operations, accounts receivable, and existing credit facilities of LanzaTech. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing. Description of the Business Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to form a new entity in Delaware, LanzaTech NZ, Inc. and migrated the country of domicile of its global headquarters from New Zealand to Delaware. The reporting entity is LanzaTech NZ, Inc. and its subsidiaries (collectively, “the Company” or "LanzaTech"). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. The amendment of the Article of Incorporation 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. By using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals.The Company licenses its technology to customers and sells biocatalysts used in the fermentation process. It also performs related services such as feasibility studies, engineering services, and research and development ("R&D") in biotechnology for commercial and government customers. The Company also purchases the low carbon ethanol produced at customer facilities employing the Company’s technology and sells it under the brand name CarbonSmart. As of December 31, 2022, the Company’s partners operate three commercial scale waste-to-gas ethanol plants in China, with others currently in development in various countries compared to two commercial scale waste-to-gas ethanol plants in Chain as of December 31, 2021. 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 at a valuation of 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 ArcelorMittal ("AM") Simple Agreement for Future Equity ("SAFE") Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000 to $230,000, (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.The transaction closed on February 8, 2023. Please refer to Note 16, Subsequent Events.

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 83,045	$ 128,318
Restricted cash (presented within Other current assets)	665	414
Cash, cash equivalents and restricted cash	$ 83,710	$ 128,732	$ 60,909

Leases - Lessor, Operating Lease, Payments to be Received (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2023	$ 34
2024	155
2025	155
2026	155
2027	155
Thereafter	1,240
Total	$ 1,894

Revenues - Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current Contract Assets
Beginning balance	$ 11,700	$ 6,186
Additions to unbilled accounts receivable	30,308	8,516
Unbilled accounts receivable recognized in trade receivables	(24,062)	(3,002)
Decrease on revaluation on currency	54
Ending balance	18,000	11,700
Current Contract Liabilities
Beginning balance	3,476	5,480
Increases due to cash received	996	20
Reclassification from non-current to current contract liabilities	2,837	3,080
Reclassification to revenue as a result of performance obligations satisfied	(4,208)	(5,104)
Ending balance	3,101	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	(341)
Reclassification from non-current to current contract liabilities	(2,837)	(3,080)
Ending balance	$ 10,760	$ 13,901

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review, except as noted in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Subsequent Events The Company has evaluated events occurring subsequent to December 31, 2022 through March 28, 2023, the date the consolidated financial statements were available to be issued. The Company has identified: Closing of the Business Combination On February 8, 2023 (the “Closing Date”), AMCI, consummated the previously announced Business Combination (refer to Note 1) pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the Merger Agreement), by and among the Merger Sub (AMCI, AMCI Merger Sub, Inc., a Delaware corporation) and LanzaTech NZ, Inc. Pursuant to the Merger Agreement, on the Closing Date, (i) AMCI changed its name to “LanzaTech Global, Inc.” (New LanzaTech), and (ii) Merger Sub merged with and into LanzaTech NZ, Inc., with LanzaTech NZ, Inc. as the surviving company in the Business Combination. After giving effect to such Business Combination, LanzaTech NZ, Inc. became a wholly owned subsidiary of New LanzaTech. The Business Combination will be accounted for as a reverse recapitalization. LanzaTech is deemed the accounting predecessor and New LanzaTech is the successor SEC registrant. Under this method of accounting, AMCI is treated as the acquired company for financial statement reporting purposes. Accordingly, the consolidated balance sheets and results of operations of LanzaTech will become the historical financial statements of New LanzaTech, and AMCI’s assets, liabilities and results of operations will be consolidated with LanzaTech’s beginning on the acquisition date. The net assets of LanzaTech will be recognized at carrying value, with no goodwill or other intangible assets recorded. The Company is still evaluating all of the accounting impacts of the Closing of the Business Combination, and will account for them in its consolidated financials for the period ended March 31, 2023. Forward Purchase Agreement On February 3, 2023, AMCI, LanzaTech NZ, Inc. and ACM ARRT H LLC (the "Seller") entered into an agreement (the "Forward Purchase Agreement") for an over-the-counter equity prepaid forward transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, the Seller can purchase up to 10,000,000 Class A common shares, par value $0.0001 per share, of AMCI before the Closing from holders of AMCI's common shares (other than AMCI), including from holders who have previously elected to redeem their AMCI's common shares (the “Recycled Shares”). As of the Closing Date, the Seller obtained 5,916,514 Recycled Shares on the open market for approximately $10.16 per share (“Redemption Price”), and such purchase price of $60.1 million was funded by the use of proceeds from the Business Combination deposited in a trust account, as a prepayment (“Prepayment Amount”) for the Forward Purchase Agreement redemption at the end of three years (“Maturity Date”). The Seller has the right at the end of three years to return the shares and keep the Prepayment Amount plus the fees described below, or may, at the Seller’s sole discretion, to partially or fully terminate this transaction over the course of the three year term by returning cash in an amount equal to the number of shares terminated from time to time (“Terminated Shares”) multiplied by the Redemption Price, which price may be reduced in the case of certain dilutive events (“Reset Price”). At the end of the three-year term, New LanzaTech is obligated to pay the Seller an amount equal to the product of (1) 7,500,000 less (b) the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”). In addition to the Prepayment Amount and the Maturity Consideration, on the Maturity Date, New LanzaTech shall pay to the Seller an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5.1 million (the “Share Consideration”). In addition, the Seller may request, at its sole discretion, warrants of New LanzaTech exercisable for shares in an amount equal to 10,000,000 less the number of Recycled Shares (“Shortfall Warrants”). The Shortfall Warrants warrants have an exercise price equal to the Reset Price. The form of the Shortfall Warrants shall be agreed upon by LanzaTech, AMCI and the Seller within 45 days of the executed Forward Purchase Agreement. The Seller has requested 4,083,486 Shortfall Warrants based on the number of Recycled Shares purchased. In connection with the Forward Purchase Agreement, the Seller assigned its rights, duties and obligations with respect to a portion of the shares purchased under the Forward Purchase Agreement to Vellar Opportunity Fund SPV LLC - Series 10.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated 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”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. 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.
Principles of Consolidation	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.
Variable Interest Entity	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 do 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 at fair value (including, when applicable, the practicability exception to fair value under ASC 321-10-35). 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.
Going Concern	Going ConcernThe accompanying consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern. 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.
Use of Estimates	Use of Estimates The preparation of consolidated 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 consolidated 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 consolidated 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. 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, revenue recognized over time, AM SAFE, Brookfield SAFE and the AM SAFE warrants. The Company uses the percentage of completion for both input and output methods to recognize revenue over time for certain contract with a customer. Under the output method, the Company exercises judgment and estimation when determining the percentage of completion against the total transaction price initially estimated. Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance. Additionally, most of our arrangements provide fixed consideration, however, when there are variable consideration elements, the Company estimates the transaction price and whether revenue should be constrained. Significant estimates and judgments are also used when a material right is provided to the customer. In these instances, the Company estimates the stand-alone selling price and apportions the total transaction price to this material right.Refer to Revenue Recognition section in Note 2 hereunder. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.
Segment Information	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 similar 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 and contract type.
Foreign Currencies	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 and unrealized 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, net in the consolidated statements of operations and comprehensive loss.
Cash and Cash Equivalents, Cash Equivalents, and Restricted Cash	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 December 31, 2022 and December 31, 2021, the Company had $83,045 and $128,318 of cash and cash equivalents, respectively. 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.
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.
Other Current Assets	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, 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	Leases The Company determines if an arrangement is a lease at inception. Lease agreements under which the Company is a lessee 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	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.
Equity Method Investments	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 or loss 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 resulting from transactions in the investee’s equity. 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.
Equity Security Investments	Equity Security Investments Investments in entities over which the Company has neither significant influence, nor control, are accounted for as an equity security. For investments where the fair value is not readily determinable, the Company will account for its investment using the alternative measurement principals as permitted under Accounting Standards Codification ("ASC") 321, Investments — Equity Securities. Subsequently, under the alternative measurement method, the Company will adjust the carrying value for observable changes in price and will reassess whether its investment continues to qualify for such method. Additionally, the Company will perform a qualitative assessment and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than its carrying value. The changes in value and impairment charges (if any), are recorded in other expense, net in the consolidated statement of operations
ArcelorMittal Simple Agreement for Future Equity (“AM SAFE”)	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 and the initial fair value of the private placement warrants was estimated using a Black-Scholes option pricing model. The fair value of the public warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2022 and 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. ArcelorMittal Simple Agreement for Future Equity (“AM 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 AM SAFE was not legal form debt (i.e., no creditors’ rights). The AM 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 AM SAFE is classified as mark-to-market liability pursuant to ASC 480, Distinguishing Liability from Equity (“ASC 480”)
Brookfield SAFE	Brookfield SAFE On October 2, 2022, the Company entered into a SAFE with Brookfield (the "Brookfield SAFE"). Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $50,000 (the “Initial Purchase Amount”). The Brookfield SAFE is legal form debt. Management has elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments. As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as mark-to-market liability.
Warrants	Warrants The Company has issued warrants to purchase its preferred shares that remain outstanding as of December 31, 2022 and 2021 representing 225,223 preferred shares, for each period 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, 2022 and 2021. The Company accounts for these 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, net in the consolidated statements of operations and comprehensive loss. Further, the warrant related to the AM SAFE (“AM SAFE warrant”) of $1,989 is accounted for as a liability. The AM SAFE warrant is exercisable upon the earliest to occur of a business combination with a special purpose acquisition corporation, an initial public offering, a change in control and a future round of financing involving preferred shares (collectively, the “Corporate Transactions”). The number of shares available under the AM SAFE warrant equals $3,000 divided by the exercise price. The exercise price is the price per share of the PIPE shares in the case of a business combination with a special purpose acquisition corporation or 90% of the price per share in connection with the other Corporate Transactions. The AM SAFE warrant expires at the earliest of (a) the fifth anniversary of the first Corporate Transaction, (b) the consummation of a dissolution event, (c) a change of control, and (d) the date that is the ten-year anniversary of issuance of the AM SAFE warrant. 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 expires. The change in fair value between reporting periods is included in other expense, net in the consolidated statements of operations and comprehensive loss.
Long-Term Debt and Debt Issuance Costs	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. The only legal form debt outstanding as of December 31, 2022 is the Brookfield SAFE, which is accounted for under the FVO as described above. There is no debt outstanding as of December 31, 2021. On September 28, 2021, the Company received notice of forgiveness for the Paycheck Protection Program (the “PPP Loan”) granted in 2020 under the Coronavirus Aid, Relief and Economic Security Act, for the total obligation of $3,065. The Company recorded the gain on extinguishment in the 2021 consolidated statement of operations and comprehensive loss.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company primarily earns revenue from services related to carbon capture and transformation technology, which includes: feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts. The other two revenue streams are joint development and contract research activities to develop novel biocatalysts and related technologies and sale of ethanol produced using the Company’s proprietary technologies (referred to as CarbonSmart Ethanol). 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 the Company’s 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 microbes and media. 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. Revenue for the sale of microbes and media is at a point in time, depending on when control transfers to the customer. The Company licenses intellectual property to generate recurring revenue when its customers deploy our technology in their 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 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 and other US and foreign government agencies. 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, 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 transaction 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. CarbonSmart The Company acquires ethanol from customers who have deployed our proprietary technologies in their carbon capture and transformation facilities and sells it as CarbonSmart ethanol to end customers. Revenue is recognized at a point in time when control transfers to our end 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. Amounts received for sales of CarbonSmart ethanol are classified as Revenue from contract with customers - tangible products in the consolidated statements of operations and comprehensive loss.
Cost of Revenues	Cost of Revenues The Company’s R&D, engineering, and other direct costs of services and goods 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	Research and Development We incur costs associated with various R&D activities and expense these costs as incurred.
Stock-Based Compensation	Stock-Based Compensation In exchange for certain employee and director services, compensation is given in the form of equity awards. The Company accounts for equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Accordingly, equity-classified 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.
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.
Income Taxes	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. 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. 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 carry back 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	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.
Net Loss Per Share	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Prior to the closing of the Business Combination, the Company had 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 year ended December 31, 2022 and 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. 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.
Fair Value of Financial Instruments	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. 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 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.
Concentration of Credit Risk	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, 2022 and 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 years ended December 31, 2022 and 2021 was approximately 61% and 38%, respectively. As of December 31, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers located outside the United States.
Recent Accounting Pronouncements	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 consolidated 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 consolidated financial statements. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standard Update (“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.

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

The table below summarizes amounts related to transactions with these related parties (in thousands):


	Year Ended December 31,
	2022		2021
Revenues	$	2,970	$	3,253

	As of
	December 31, 2022		December 31, 2021
Accounts receivable	$	1,821	$	1,071
Contract assets	—		60
Purchases and open accounts payable	3,195		2,575

Stock-Based Compensation - Narrative (Details)	12 Months Ended
Stock-Based Compensation - Narrative (Details)	Dec. 31, 2022 USD ($) scheme $ / shares shares	Dec. 31, 2021 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of share based stock schemes \| scheme	5
Compensation expense	$ 2,531,000	$ 2,527,000
Unrecognized compensation costs	$ 3,354,000
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized cost, recognition period	2 years 25 days
RSAs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	3 years
Compensation expense	$ 0	$ 0
Unrecognized cost, recognition period	10 years
Unvested shares outstanding (in shares) \| shares	579,660
Unvested shares weighted average fair value (usd per share) \| $ / shares	$ 4.72
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	2 years
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	5 years

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5 — Commitments and Contingencies

Registration Rights

Prior to the consummation of the Business Combination, 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 had 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 which was signed on the effective date of the initial public offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company would bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors would, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. These registration rights terminated in connection with the consummation of the Business Combination.

In connection with the consummation of the Business Combination, AMCI, the Sponsor, Legacy LanzaTech, and certain of the Legacy LanzaTech stockholders and AMCI stockholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, such stockholders were granted certain registration rights with respect to certain securities held by them.

In addition, the Registration Rights Agreement provides that the Sponsor, then-holders of all outstanding shares of the Company’s Class B common stock, and certain holders of shares of Legacy LanzaTech capital stock will be subject to certain restrictions on transfer with respect to their shares of common stock and LanzaTech warrants. Such restrictions will end (i) with respect to the Sponsor and the holders of the Company’s Class B common stock, on the earlier of (a) the date that is one year following the closing of the Business Combination, (b) such date upon which the closing price per share of common stock equals or exceeds $12.00 per share for any 20 trading days within any 30 day trading period commencing at least 150 days after the closing of the Business Combination and (c) the date on which LanzaTech completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Business Combination that results in all of LanzaTech’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) with respect to the holders of shares of Legacy LanzaTech capital stock, on the date that is six months following the closing of the Business Combination.

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 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 statements of changes in stockholders’ deficit for the year ended December 31, 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 shares in the consolidated 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.

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 December 31, 2022 and December 31, 2021, the Company does not have any reasonably possible or probable losses from such claims.

Commitments

In November 2022, the Company entered into a Note Purchase Agreement. Refer to Note 12, Related Party Transactions, for more information.

In November 2022, the Company entered into a lease for real estate to expand its headquarters in Skokie, Illinois, commencing on May 1, 2024. As the lease has not commenced, it is not part of the disclosures in Note 15, Leases. The following table represents the future lease payments for this lease (in thousands):


Year ending December 31,
2023						—
2024						642
2025						1,303
2026						1,342
2027						—
Thereafter						—
Total cash payments						3,287

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

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.

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.

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, 2022 and 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Service Fee and Reimbursements

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 year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred $120,000 and $50,000 of such fees, respectively, included as general and administrative fees — related party on the accompanying statements of operations. As of December 31, 2022 and 2021, approximately $120,000 and $50,000, respectively, of such fees are included as due to related party on the accompanying consolidated 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 December 31, 2022 and 2021, there were approximately

$1.4 million and $0, respectively, of such fees included as due to related party on the accompanying consolidated balance sheets.Related Party Transactions

As of December 31, 2022 and December 31, 2021, the Company had an equity ownership in LanzaJet and SGLT with a combined carrying value of $25,551 and $24,752, respectively. The table below summarizes amounts related to transactions with these related parties (in thousands):


	Year Ended December 31,
	2022		2021
Revenues	$	2,970	$	3,253

	As of
	December 31, 2022		December 31, 2021
Accounts receivable	$	1,821	$	1,071
Contract assets	—		60
Purchases and open accounts payable	3,195		2,575

LanzaJet

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 years ended December 31, 2022 and December 31, 2021, the Company recognized revenue from related parties of approximately $185 and $495, 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 this agreement, the Company recognized an immaterial amount of revenue for the year ended December 31, 2022, and $428 for the year ended December 31, 2021.

The Company also leases certain land to a subsidiary of LanzaJet. Refer to Note 15, Leases, for more information.

LanzaJet Note Purchase Agreement

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 the intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the initial 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 of Notes purchased by such purchaser for an exercise price of $0.0575 per share, and for up to three years after the loan under the Note Purchase Agreement is fully funded. In the case of the Company, this will be equal to a right to purchase 316,250 shares of common stock of LanzaJet.

The Note Purchase Agreement may be amended with the approval of holders of at least 66 2∕3% of the Notes, except with respect to certain rights that require approval of all holders to amend. 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.

SGLT

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 years ended December 31, 2022 and December 31, 2021, the Company recognized revenue from related parties of approximately $289 and $282, respectively. The Company also provided engineering services and incurred costs of $645 and $1,223 for the years ended December 31, 2022 and December 31, 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 years ended December 31, 2022, and December 31, 2021, the Company did not earn any sublicensing revenue as no royalties were received by SGLT.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 83,045	$ 128,318
Trade and other receivables, net of allowance	11,695	2,878
Contract assets	18,000	11,700
Other current assets	11,157	5,779
Total current assets	123,897	148,675
Property, plant and equipment, net	19,689	14,148
Right of use assets	6,969	4,686
Equity Method Investment	10,561	24,752
Equity Security Investment	14,990	0
Other non-current assets	750	750
Total assets	176,856	193,011
Current liabilities:
Accounts payable	7,455	2,444
Other accrued liabilities	6,621	7,059
SAFE liability	28,986	28,271
Warrants	1,989	1,729
Contract liabilities	3,101	3,476
Accrued salaries and wages	7,031	4,261
Current lease liabilities	798	2,050
Total current liabilities	55,981	49,290
Non-current lease liabilities	6,615	3,283
Non-current contract liabilities	10,760	13,901
Brookfield SAFE liability	50,000	0
Other long-term liabilities	1,591	823
Total liabilities	124,947	67,297
Commitments and Contingencies
Redeemable convertible preferred stock, $0.0001 par value; 29,747,033 shares authorized, 29,521,810 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	480,631	480,631
Shareholders’ Deficit
Common stock, $0.0001 par value; 36,326,815 shares authorized, 2,382,358 and 2,106,934 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	0	0
Additional paid-in capital	24,783	21,711
Accumulated other comprehensive income	2,740	3,261
Accumulated deficit	(456,245)	(379,889)
Total shareholders’ deficit	(428,722)	(354,917)
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit	$ 176,856	$ 193,011

Fair Value

12 Months Ended

Dec. 31, 2022

Fair Value

Note 9 — Fair Value Measurement

The following table presents information as of December 31, 2022 and 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:

December 31, 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	$	152,296,551	$	—	$	—
Liabilities:
Derivative liabilities – public warrants	$	1,800,000	$	—	$	—
Derivative liabilities – private placement warrants	$	—	$	—	$	840,370

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 year ended December 31, 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 year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in

the fair value of liabilities of approximately $3.0 million and $1.9 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations.

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


	As of December 31, 2022			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Volatility	5.2		%	9.6		%
Stock price	$	9.98		$	9.66
Remaining term (years)	5.09			5.75
Risk-free rate	3.91		%	1.32		%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2022 and 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
Change in fair value of derivative liabilities	944,630
Derivative warrant liabilities at December 31, 2022	$	840,370

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, 2022 and December 31, 2021 (in thousands):


	Fair Value Measurement as of
	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	523	$	—	$	—	$	523

Liabilities:
Warrants on preferred shares	$	—	$	—	$	2,119	$	2,119
Brookfield SAFE liability	—		—		50,000		50,000
AM SAFE warrant	—		—		1,989		1,989
AM SAFE liability	—		—		28,986		28,986
Total liabilities	$	—	$	—	$	83,094	$	83,094


	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
AM SAFE warrant	—		—		1,729		1,729
AM SAFE liability	—		—		28,271		28,271
Total Liabilities	$	—	$	—	$	31,145	$	31,145

Warrants

The Company has warrants to purchase preferred shares outstanding as of December 31, 2022 and December 31, 2021 representing 225,223 preferred shares, for each period 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, 2022 and December 31, 2021.

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, 2022 and 2021, the Company recognized a change in the fair value of liabilities of approximately $(974) and $(563), respectively, on the consolidated statements of operations and comprehensive loss within other expense, 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 December 31, 2022 and December 31, 2021:


	December 31, 2022			December 31, 2021
Stock price	$	22.81		$	13.77
Weighted average exercise price	17.31			17.32
Term (in years)	1.1			2.8
Expected volatility	73.4		%	70.6		%
Risk-free interest rate	4.5		%	0.8		%
Expected dividend yield	—		%	—		%

SAFE Liabilities and AM SAFE Warrant

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

The Company’s AM SAFE liability, Brookfield SAFE liability and AM SAFE warrant are mark-to-market liabilities 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 AM SAFE liability fair value measurement at December 31, 2022 are as follows:


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Time to conversion (in years)	0.1		0.8
Liquidity price	100	%	90	%
Discount rate	24.7	%	24.7	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2022 are as follows:


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Remaining life (in years)	5.0		5.0
Volatility	75	%	75	%
Interest rate	3.99	%	3.99	%
Time to conversion (in years)	0.1		0.8
Risk-free interest rate	4.12	%	4.75	%
Dividend yield	—	%	—	%

Significant inputs for Level 3 Brookfield SAFE liability fair value measurement at December 31, 2022 are the timing and likelihood of project financings under the Brookfield Framework Agreement. As of its issuance date, the fair value of the Brookfield SAFE is equal to the investment amount of $50,000 based on the orderly nature of the transaction. The value as of December 31, 2022 remains the same due to the proximity of the valuation date to the issuance date (i.e., less than two months) and the absence of events which would indicate a change in expected payoffs to the investor. As of December 31, 2022 the same expectations about sufficient projects meeting the agreed-upon investment criteria pursuant to the Brookfield Framework Agreement are maintained. As such the Brookfield SAFE’s fair value is estimated to be $50,000, as of December 31, 2022.

The following tables represent reconciliations of the fair value measurements of the liabilities associated with our SAFE and warrant obligations using significant unobservable inputs (Level 3) (in thousands):


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE
Balance as of January 1, 2022	$	1,145	$	28,271	$	1,729	$	—
Issuance of Brookfield SAFE liability	—		—		—		50,000
Loss recognized in consolidated statement of operations and comprehensive loss	974		715		260		$	—
Balance as of December 31, 2022	$	2,119	$	28,986	$	1,989	$	50,000


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE


Balance as of January 1, 2021	$	582	$	—	$	—	$	—
Issuance of SAFE liability and warrant	—		28,271		1,729		—
Loss recognized in consolidated statement of operations and comprehensive loss	563		—		—		—
Balance as of December 31, 2021	$	1,145	$	28,271	$	1,729	$	—

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.

+ References + Details

Description of Organization and Business Operations (Details)					12 Months Ended		23 Months Ended
	Dec. 07, 2022 USD ($) $ / shares shares	Mar. 28, 2022 USD ($)	Mar. 08, 2022 USD ($)	Aug. 06, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) item $ / shares shares	Feb. 03, 2023 shares	Nov. 09, 2022 $ / shares shares	Dec. 08, 2021 $ / shares shares	Sep. 17, 2021 USD ($)
Business Acquisition [Line Items]
Condition for future business combination number of businesses minimum \| item							1
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares					$ 14.69	$ 19.93	$ 14.69		$ 0.0575
Number of shares per warrant (in shares) \| shares					1		1
Sale of private placement warrants (in shares) \| shares					225,223	225,223	225,223	10,000,000	316,250
Price of warrant (in usd per warrant) \| $ / shares					$ 11.50		$ 11.50
Proceeds received from private placement					$ 50,000,000	$ 30,000,000
Deferred underwriting discount					172,000		$ 172,000				$ 5,250,000
Payments for investment of cash in trust account				$ 150,000,000
Condition for future business combinations, threshold of net tangible assets					5,000,001		5,000,001
Proceeds held in operating account for working capital purpose					7,000		7,000
Working capital deficit							5,900,000
Shares issued in transaction (in shares) \| shares	18,500,000
Sale of stock price (usd per share) \| $ / shares	$ 10.00
Purchase price	$ 185,000,000		$ 1,800,000,000
Cash acquired through reverse recapitalization	$ 153,000,000
ArcelorMittal
Business Acquisition [Line Items]
Shares issued in transaction (in shares) \| shares	3,000,000
Working Capital Loans
Business Acquisition [Line Items]
Outstanding balance					$ 0	$ 0	0
Sponsor
Business Acquisition [Line Items]
Issuance of Class B common stock to Sponsor							$ 25,000
Working capital loan		$ 1,500,000
IPO
Business Acquisition [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares				$ 11.50
Number of units sold (in shares) \| shares				15,000,000
Number of shares in a unit (in shares) \| shares				1
Number of shares per warrant (in shares) \| shares				1
Purchase price, per unit (in dollars per share) \| $ / shares				$ 10.00
Proceeds received from initial public offering, gross				$ 150,000,000
Transaction costs				13,782,542
Underwriting discount				1,500,000
Deferred underwriting discount				5,250,000
Value of Class B common stock transferred to Anchor Investors at initial public offering				6,509,758
Other offering costs				$ 522,784
Number of warrants in a unit \| shares				0.50
Private Placement
Business Acquisition [Line Items]
Proceeds held in operating account for working capital purpose				$ 900,000
Private Placement \| Private Placement Warrants
Business Acquisition [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares				$ 11.50
Number of shares per warrant (in shares) \| shares				1
Sale of private placement warrants (in shares) \| shares				3,500,000
Price of warrant (in usd per warrant) \| $ / shares				$ 1.00
Proceeds received from private placement				$ 3,500,000
Restrictions on transfer period of time after business combination completion				30 days
Class A Common stock
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Class A Common stock \| IPO
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001
LanzaTech Global
Business Acquisition [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares										$ 10.00
LanzaTech Global \| Common Stock
Business Acquisition [Line Items]
Exchange ratio	4.374677
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001
Shares converted into common stock (in shares) \| shares										5,000,000

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 03, 2023	Dec. 07, 2022	Mar. 08, 2022	Dec. 31, 2022	Nov. 09, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common shares, par value (in dollars per share)				$ 0.0001		$ 0.0001
Shares issued in transaction (in shares)		18,500,000
Sale of stock price (usd per share)		$ 10.00
Purchase price		$ 185.0	$ 1,800.0
Agreement term	3 years
Sale of private placement warrants (in shares)	10,000,000			225,223	316,250	225,223
Shortfall Warrants
Subsequent Event [Line Items]
Sale of private placement warrants (in shares)	4,083,486
Class A Common stock
Subsequent Event [Line Items]
Common shares, par value (in dollars per share)				$ 0.0001		$ 0.0001
Maturity Consideration
Subsequent Event [Line Items]
Derivative instrument, contingent consideration, liability (shares)	7,500,000
Stock price (in usd per share)	$ 2.00
Share Consideration
Subsequent Event [Line Items]
Derivative instrument, contingent consideration, liability (shares)	500,000
Derivative liabilities	$ 5.1
Subsequent Event \| Shortfall Warrants
Subsequent Event [Line Items]
Warrants, notification period	45 days
Subsequent Event \| Forward Purchase Agreement
Subsequent Event [Line Items]
Shares issued in transaction (in shares)	5,916,514
Sale of stock price (usd per share)	$ 10.16
Purchase price	$ 60.1
Subsequent Event \| Forward Purchase Agreement \| Class A Common stock
Subsequent Event [Line Items]
Derivative instrument, contingent consideration, liability (shares)	10,000,000
Common shares, par value (in dollars per share)	$ 0.0001

Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Current	$ 3,101	$ 3,476
Non-current	10,760	13,901
Total	$ 13,861	$ 17,377

Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Materials and supplies	$ 4,164	$ 2,900
Prepaid assets	2,833	1,503
Other	4,160	1,376
Other current assets	$ 11,157	$ 5,779

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Note 10 — Income Taxes

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


	For the Year Ended December 31, 2022		For the Period from January 28, 2021 (inception) through December 31, 2021
Current
Federal	$	309,320	$	—
State	—		—
Deferred
Federal	(15,220)		(290,181)
State	—
Valuation allowance	15,220		290,181
Income tax provision	$	309,320	$	—

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


	December 31,
	2022		2021
Deferred tax assets:
Start-up/Organization costs	$	305,401	$	210,307
Net operating loss carryforwards	—		79,874
Total deferred tax assets	305,401		290,181
Valuation allowance	(305,401)		(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 year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the valuation allowance was$305,401 and $290,181, respectively. 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. As of December 31, 2022, the net operating loss carryovers were fully utilized. As such there were no federal net operating loss carryovers to offset future taxable income.

There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 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 Year Ended December 31, 2022		For the Period from January 28, 2021 (inception) through December 31, 2021
Statutory federal income tax rate	21.0	%	21.0	%
Change in fair value of derivative warrant liabilities	59.4	%	(855.9)	%
Offering costs allocated to derivative warrant liabilities	0.0	%	214.0	%
Gain from settlement of deferred underwriting commissions	3.4	%	—	%
Capitalized merger costs	(111.9)	%	—	%
Change in valuation allowance	(1.5)	%	620.9	%
Income tax expense	(29.6)	%	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,
	2022		2021
United States	$	(73,271)	$	(39,860)

Foreign	(3,085)		(6,829)
Total	$	(76,356)	$	(46,689)

The Company does not have any current or deferred taxes in either the United States or our foreign operations.


	Year Ended December 31,
	2022				2021
Income tax (benefit) at the statutory federal income tax rate	$	(16,035)	21.0	%	$	(9,805)	21.0	%
Foreign tax rate differential	(72)		0.1	%	(605)		1.3	%
State and local taxes	(6,961)		9.1	%	(4,068)		8.7	%

Foreign exchange differences	—		—	%	(143)		0.3	%
Stock-based compensation	288		(0.4)	%	501		(1.1)	%
Interest income on receivable	—		—	%	882		(1.9)	%
Equity method investment	(701)		0.9	%	(443)		0.9	%
Non-deductible legal costs	—		—	%	1,291		(2.8)	%
Gain from redomiciliation of intellectual property	—		—	%	4,890		(10.5)%
Valuation allowance	26,286		(34.4)	%	7,958		(17.0)	%
PPP loan forgiveness	—		—	%	$	(644)	1.4	%
Deferred True-Up	(2,836)		3.7%		—		—%
Other	31		—	%	186		(0.3)	%
Total income tax benefit	$	—	—	%	$	—	—	%

Deferred Taxes

Significant components of deferred tax assets and liabilities were as follows (in thousands):


	Year Ended December 31,
Deferred tax assets:	2022		2021
Net operating loss and credit carryforwards	$	133,537	$	107,979
Stock-based compensation	2,071		—
Operating lease liability	2,473		1,878
Accrued bonus	1,514		981
Accrued expenses	239		1,566
Deferred revenue	126		309
Equity method investment	2,040		1,243
Other	460		925
	$	142,460	$	114,881

Valuation allowance	(139,562)		(113,276)
Net deferred tax asset	$	2,898	$	1,605
Deferred tax liabilities:
Operating lease asset	(2,125)		(1,429)
Other	(773)		(176)
Total deferred tax liabilities	$	(2,898)	$	(1,605)

Net deferred income tax assets and liabilities:	$	—	$	—

At December 31, 2022 and 2021, the Company had $391,759 and $299,194, 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 for both periods, which may be available to offset future income tax liabilities. At December 31, 2022 and 2021, the net operating loss and credit carryforwards are comprised of $318,382 and $239,559 in the United States, $29,691 and $22,203 in state and local, $43,655 and $39,705 in foreign jurisdictions, respectively. At December 31, 2022 and 2021, the Company had net operating loss carryforwards of approximately $146,467 and $136,454, respectively, that expire in various years from 2023 through 2037, plus $210,145 and $127,593, 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, 2022 and 2021, a valuation allowance of $139,562 and $113,276, 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, 2022 and 2021.

At December 31, 2022 and 2021, 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, 2022.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: 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(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Related Party Transactions

Commitments and Contingencies (Details)				11 Months Ended	12 Months Ended
Commitments and Contingencies (Details)	Sep. 29, 2022 USD ($)	Sep. 17, 2021 USD ($) shares	Aug. 03, 2021 shares	Dec. 31, 2021 D $ / shares shares	Dec. 31, 2022 USD ($) item D $ / shares shares
Description of Organization and Business Operations
Maximum number of demands For registration of securities \| item					3
Number of shares subject to forfeiture \| shares		562,500
Underwriting discount percentage		1.00%
Underwriter cash discount		$ 1,500,000
Deferred underwriting fee percentage		3.50%
Deferred underwriting discount		$ 5,250,000			$ 172,000
Extinguishment of deferred underwriting commissions on public shares					$ 4,900,000
Founder Shares \| Sponsor
Description of Organization and Business Operations
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
Number of shares subject to forfeiture \| shares				562,500
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
Option to purchase additional units (in shares) \| shares			2,250,000		2,250,000
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)	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2020 USD ($) shares
Temporary Equity [Line Items]
Common stock subject to possible redemption, shares authorized \| shares	29,747,033	29,747,033
Common stock subject to possible redemption, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, outstanding (in shares) \| shares	29,521,810	29,521,810	25,729,542
Plus:
Class A common stock subject to possible redemption	$ 480,631,000	$ 480,631,000	$ 394,408,000
AMCI ACQUISITION CORP. II
Plus:
Accretion of carrying value to redemption value	$ (18,406,092)
Subsequent remeasurement of Class A common stock subject to possible redemption		$ (1,113,633)
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 (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per common stock subject to possible redemption \| vote		1
Common stock subject to possible redemption, outstanding (in shares) \| shares	15,000,000	15,000,000
Class A Common stock \| AMCI ACQUISITION CORP. II
Temporary Equity [Line Items]
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
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Common stock subject to possible redemption, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, outstanding (in shares) \| shares	15,000,000	15,000,000
Class A Common Stock Subject to Redemption \| AMCI ACQUISITION CORP. II
Plus:
Class A common stock subject to possible redemption	$ 150,000,000	$ 151,113,633
Subsequent remeasurement of Class A common stock subject to possible redemption		$ 1,113,633

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Note 4 — Related Party Transactions

Founder Shares

Private Placement

Related Party Loans and Advances

Administrative Service Fee and Reimbursements

$1.4 million and $0, respectively, of such fees included as due to related party on the accompanying consolidated balance sheets.Related Party Transactions


	Year Ended December 31,
	2022		2021
Revenues	$	2,970	$	3,253

	As of
	December 31, 2022		December 31, 2021
Accounts receivable	$	1,821	$	1,071
Contract assets	—		60
Purchases and open accounts payable	3,195		2,575

LanzaJet

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

connection with this agreement, the Company recognized an immaterial amount of revenue for the year ended December 31, 2022, and $428 for the year ended December 31, 2021.

The Company also leases certain land to a subsidiary of LanzaJet. Refer to Note 15, Leases, for more information.

LanzaJet Note Purchase Agreement

SGLT

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock Outstanding	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2020	25,729,542
Beginning balance, temporary equity at Dec. 31, 2020	$ 394,408
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of preferred stock (in shares)	3,634,210
Issuance of preferred stock	$ 83,073
Exercise of warrants (in shares)	158,058
Exercise of warrants	$ 3,150
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021	29,521,810
Ending balance, temporary equity at Dec. 31, 2021	$ 480,631
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2020		1,656,415
Balance at the beginning at Dec. 31, 2020	(311,216)	$ 0	$ 18,818	$ (333,200)	$ 3,166
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	2,531		2,531
Repurchase of equity instruments	(396)		(396)
Net Income (Loss) Attributable to Parent	(46,689)			(46,689)
Issuance of common stock upon exercise of options (in shares)		450,519
Issuance of common stock upon exercise of options	758		758
Foreign currency translation adjustments	$ 95				95
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021	2,106,934	2,106,934
Balance at the end at Dec. 31, 2021	$ (354,917)	$ 0	21,711	(379,889)	3,261
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021	29,521,810
Ending balance, temporary equity at Dec. 31, 2021	$ 480,631
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021	2,106,934	2,106,934
Balance at the end at Dec. 31, 2021	$ (354,917)	$ 0	21,711	(379,889)	3,261
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2022	29,521,810
Ending balance, temporary equity at Dec. 31, 2022	$ 480,631
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	2,527		2,527
Repurchase of equity instruments	(649)		(649)
Net Income (Loss) Attributable to Parent	$ (76,356)			(76,356)
Issuance of common stock upon exercise of options (in shares)	451,000	275,424
Issuance of common stock upon exercise of options	$ 1,194		1,194
Transfer from foreign currency translation to equity security investment	928				928
Foreign currency translation adjustments	$ (1,449)				(1,449)
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2022	2,382,358	2,382,358
Balance at the end at Dec. 31, 2022	$ (428,722)	$ 0	$ 24,783	$ (456,245)	$ 2,740

Summary of Significant Accounting Policies - Warrants (Details) - USD ($)	Feb. 03, 2023	Dec. 31, 2022	Nov. 09, 2022	Dec. 31, 2021
Warrants
Sale of private placement warrants (in shares)	10,000,000	225,223	316,250	225,223
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 14.69	$ 0.0575	$ 19.93
Warrants		$ 1,989,000		$ 1,729,000
Warrant, denominator		$ 3,000,000
Liquidity price of SAFE and SAFE warrants, condition one		90.00%
Maximum
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 19.93		$ 19.93
Minimum
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 14.69		$ 14.69

Fair Value - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Warrants	$ 1,989	$ 1,729
Brookfield SAFE liability	50,000
AM SAFE liability	28,986	28,271
Fair Value, Recurring
Assets:
Cash equivalents	523	516
Liabilities:
Warrants	2,119	1,145
Brookfield SAFE liability	50,000
AM SAFE liability	28,986	28,271
Total Liabilities	83,094	31,145
Fair Value, Recurring \| SAFE warrant
Liabilities:
Warrants	1,989	1,729
Fair Value, Recurring \| Level 1
Assets:
Cash equivalents	523	516
Liabilities:
Warrants	0	0
Brookfield SAFE liability	0
AM 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
Liabilities:
Warrants	0	0
Brookfield SAFE liability	0
AM 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
Liabilities:
Warrants	2,119	1,145
Brookfield SAFE liability	50,000
AM SAFE liability	28,986	28,271
Total Liabilities	83,094	31,145
Fair Value, Recurring \| Level 3 \| SAFE warrant
Liabilities:
Warrants	$ 1,989	$ 1,729

Leases - Supplemental Information (Details)	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted average remaining lease term (years)	3 years 6 months	2 years 4 months 24 days
Weighted average discount rate	7.50%	7.50%

Investments (Tables)

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investments

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


	As of
	December 31, 2022		December 31, 2021
Equity Method Investment in LanzaJet	$	10,561	$	12,433
Equity Method Investment in SGLT	—		12,319
Equity Security Investment in SGLT	14,990		—
Total Investment	$	25,551	$	24,752

Equity method investments

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


	Year Ended December 31,
	2022		2021
Selected Statement of Operations Information(1):
Revenues	$	40,985	$	40,244
Gross profit	7,319		(5,703)
Net loss	(6,221)		(9,695)
Net loss attributable to the Company	(1,422)		(1,606)

	Year Ended December 31,
	2022		2021
Selected Balance Sheet Information(2):
Current assets	$	72,711	$	56,204
Non-current assets	114,736		270,454
Current liabilities	15,534		64,499
Non-current liabilities	114,934		58,802

__________________

(2)The balance sheet information reflects only LanzaJet as of December 31, 2022.

Fair Value - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Feb. 03, 2023	Nov. 09, 2022
Fair Value Disclosures [Abstract]
Sale of private placement warrants (in shares)	225,223	225,223	10,000,000	316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 14.69	$ 19.93		$ 0.0575
Warrants
Loss on change in fair value of SAFE and warrant liabilities	$ 1,949	$ 563
Brookfield SAFE liability	50,000
Other Expense
Warrants
Loss on change in fair value of SAFE and warrant liabilities	$ 974	$ 563

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock Options Activity

Stock option awards outstanding as of December 31, 2022 and changes during the period ended December 31, 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	(451)	6.98		—	3,520
Cancelled/forfeited	(44)	9.53		—	218
Expired	(1)	6.61		—	4
Outstanding at December 31, 2022	3,353	$	6.45	5.80	$	58,565
Vested and expecting to vest at December 31, 2022	3,353	6.45		5.80	58,565
Exercisable at December 31, 2022	2,563	$	6.27	5.15	$	45,204

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of cash and cash equivalents

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 statements of cash flows as of December 31, 2022 and December 31, 2021 (in thousands).


	As of
	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	83,045	$	128,318
Restricted cash (presented within Other current assets)	665		414
Cash, cash equivalents and restricted cash	$	83,710	$	128,732

Customer concentration risk

Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022		2021
Customer A	22	%	27	%
Customer B	10	%	15	%
Customer C	7	%	12	%

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	AMCI ACQUISITION CORP. II	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital AMCI ACQUISITION CORP. II	Accumulated Deficit	Accumulated Deficit AMCI ACQUISITION CORP. II	Class A Common stock AMCI ACQUISITION CORP. II	Class A Common stock Common Stock AMCI ACQUISITION CORP. II	Class B Common Stock Common Stock AMCI ACQUISITION CORP. II
Balance at the beginning at Dec. 31, 2020	$ (311,216,000)		$ 0	$ 18,818,000		$ (333,200,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(46,689,000)					(46,689,000)
Balance at the end (in shares) at Dec. 31, 2021									0	3,750,000
Balance at the end at Dec. 31, 2021	(354,917,000)	$ (10,739,596)	0	21,711,000	$ 0	(379,889,000)	$ (10,739,971)		$ 0	$ 375
Balance at the beginning (in shares) at Jan. 27, 2021									0	0
Balance at the beginning at Jan. 27, 2021		0			0		0		$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor (in shares)										4,312,500
Issuance of Class B common stock to Sponsor		25,000			24,569					$ 431
Excess cash received over the fair value of the private warrants		1,085,000			1,085,000
Forfeited shares (in shares)										(562,500)
Forfeited shares		0			56					$ (56)
Contribution from Sponsor upon sale of founder shares to Anchor Investors		6,509,758			6,509,758
Accretion of Class A common stock subject to possible redemption amount		(18,406,092)			(7,619,383)		(10,786,709)	$ 18,406,092
Net income (loss)		46,738					46,738
Balance at the end (in shares) at Dec. 31, 2021									0	3,750,000
Balance at the end at Dec. 31, 2021	(354,917,000)	(10,739,596)	0	21,711,000	0	(379,889,000)	(10,739,971)		$ 0	$ 375
Balance at the beginning (in shares) at Jan. 27, 2021									0	0
Balance at the beginning at Jan. 27, 2021		0			0		0		$ 0	$ 0
Balance at the end (in shares) at Dec. 31, 2022									0	3,750,000
Balance at the end at Dec. 31, 2022	(428,722,000)	(8,333,375)	0	24,783,000	0	(456,245,000)	(8,333,750)		$ 0	$ 375
Balance at the beginning (in shares) at Dec. 31, 2021									0	3,750,000
Balance at the beginning at Dec. 31, 2021	(354,917,000)	(10,739,596)	0	21,711,000	0	(379,889,000)	(10,739,971)		$ 0	$ 375
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Extinguishment of deferred underwriting commissions on public shares	4,900,000	4,878,300			4,878,300
Reclass from additional paid-in capital to accumulated deficit		0			(4,878,300)		4,878,300
Subsequent remeasurement of Class A common stock subject to possible redemption		(1,113,633)					(1,113,633)
Net income (loss)	(76,356,000)	(1,358,446)				(76,356,000)	(1,358,446)
Balance at the end (in shares) at Dec. 31, 2022									0	3,750,000
Balance at the end at Dec. 31, 2022	$ (428,722,000)	$ (8,333,375)	$ 0	$ 24,783,000	$ 0	$ (456,245,000)	$ (8,333,750)		$ 0	$ 375

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Note 9 — Fair Value Measurement

December 31, 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	$	152,296,551	$	—	$	—
Liabilities:
Derivative liabilities – public warrants	$	1,800,000	$	—	$	—
Derivative liabilities – private placement warrants	$	—	$	—	$	840,370

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 December 31, 2022			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Volatility	5.2		%	9.6		%
Stock price	$	9.98		$	9.66
Remaining term (years)	5.09			5.75
Risk-free rate	3.91		%	1.32		%


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
Change in fair value of derivative liabilities	944,630
Derivative warrant liabilities at December 31, 2022	$	840,370

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, 2022 and December 31, 2021 (in thousands):


	Fair Value Measurement as of
	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	523	$	—	$	—	$	523

Liabilities:
Warrants on preferred shares	$	—	$	—	$	2,119	$	2,119
Brookfield SAFE liability	—		—		50,000		50,000
AM SAFE warrant	—		—		1,989		1,989
AM SAFE liability	—		—		28,986		28,986
Total liabilities	$	—	$	—	$	83,094	$	83,094


	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
AM SAFE warrant	—		—		1,729		1,729
AM 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 December 31, 2022 and December 31, 2021:


	December 31, 2022			December 31, 2021
Stock price	$	22.81		$	13.77
Weighted average exercise price	17.31			17.32
Term (in years)	1.1			2.8
Expected volatility	73.4		%	70.6		%
Risk-free interest rate	4.5		%	0.8		%
Expected dividend yield	—		%	—		%

SAFE Liabilities and AM SAFE Warrant

Significant inputs for Level 3 AM SAFE liability fair value measurement at December 31, 2022 are as follows:


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Time to conversion (in years)	0.1		0.8
Liquidity price	100	%	90	%
Discount rate	24.7	%	24.7	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2022 are as follows:


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Remaining life (in years)	5.0		5.0
Volatility	75	%	75	%
Interest rate	3.99	%	3.99	%
Time to conversion (in years)	0.1		0.8
Risk-free interest rate	4.12	%	4.75	%
Dividend yield	—	%	—	%


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE
Balance as of January 1, 2022	$	1,145	$	28,271	$	1,729	$	—
Issuance of Brookfield SAFE liability	—		—		—		50,000
Loss recognized in consolidated statement of operations and comprehensive loss	974		715		260		$	—
Balance as of December 31, 2022	$	2,119	$	28,986	$	1,989	$	50,000


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE


Balance as of January 1, 2021	$	582	$	—	$	—	$	—
Issuance of SAFE liability and warrant	—		28,271		1,729		—
Loss recognized in consolidated statement of operations and comprehensive loss	563		—		—		—
Balance as of December 31, 2021	$	1,145	$	28,271	$	1,729	$	—

+ References + Details

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Description of Organization and Business Operations LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. II prior to February 8, 2023 (the “Closing Date”) (the “Company”), was 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”). Business Combination On the Closing Date, the Company consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the “Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and LanzaTech NZ, Inc., a Delaware corporation (“Legacy LanzaTech”). Pursuant to the Merger Agreement, on the Closing Date, (i) AMCI changed its name to “LanzaTech Global, Inc.” (“New LanzaTech”), and (ii) Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech as the surviving company in the Business Combination. After giving effect to such Business Combination, Legacy LanzaTech became a wholly owned subsidiary of New LanzaTech. Pursuant to the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of common stock of Legacy LanzaTech (the “Legacy LanzaTech common stock”) was converted into the right to receive 4.374677 shares of common stock, par value $0.0001 per share, of New LanzaTech (the “Common Stock”); (ii) each warrant to purchase Legacy LanzaTech common stock that was outstanding and unexercised immediately prior to the Effective Time and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Business Combination, was automatically exercised or exchanged in full for the applicable shares of Legacy LanzaTech capital stock, and each such share of Legacy LanzaTech capital stock was treated as being issued and outstanding immediately prior to the Effective Time and was cancelled and converted into the right to receive the applicable shares of Common Stock; (iii) each warrant to purchase Legacy LanzaTech common stock that was outstanding and unexercised prior to the Effective Time and was not automatically exercised in full as described in clause (ii) was converted into a warrant to purchase shares of Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant was determined by multiplying the number of shares of Legacy LanzaTech capital stock subject to such warrant immediately prior to the Effective Time, by 4.374677 and (b) the per share exercise price of such New LanzaTech warrant was determined by dividing the per share exercise price of such Legacy LanzaTech warrant immediately prior to the Effective Time by 4.374677, except that in the case of a certain warrant issued by Legacy LanzaTech to ArcelorMittal XCarb S.à r.l on December 8, 2021, such exercise price is $10.00; and (iv) to the extent not converted in full immediately prior to the Effective Time, the Brookfield SAFE was assumed by New LanzaTech and is convertible into 5,000,000 shares of Common Stock. In addition, the accumulated dividends payable to the holders of Legacy LanzaTech preferred shares in connection with the share conversion based on the applicable conversion ratio at the Effective Time were settled by delivery of Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each Legacy LanzaTech option was converted into New LanzaTech options to purchase a number of shares of Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of Legacy LanzaTech common shares subject to such Legacy LanzaTech option multiplied by (ii) 4.374677. The exercise price of such New LanzaTech options is equal to the quotient of (a) the exercise price per share of such Legacy LanzaTech option in effect immediately prior to the Effective Time divided by (b) 4.374677 (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at the Effective Time, each Legacy LanzaTech RSA that was outstanding immediately prior to the Effective Time was converted into a New LanzaTech RSA on the same terms and conditions as were applicable to such Legacy LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of Common Stock equal to the number of Legacy LanzaTech common shares subject to such Legacy LanzaTech RSA, multiplied by 4.374677. Business Prior to the Business Combination As of December 31, 2022, 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, 2022 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’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 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 “trust account”). 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. 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 consolidated 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 consolidated financial statements. The consolidated 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. 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. Liquidity and Capital Resources As of December 31, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $5.9 million. The Company’s liquidity needs up to December 31, 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 non interest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the execution of the Merger Agreement, AMCI entered into subscription agreements (as amended on December 7, 2022, the “Initial Subscription Agreements”) with certain investors (the “Initial PIPE Investors”). AMCI entered into additional subscription agreements with certain institutional and accredited investors (the “PIPE Investors”) on October 8, 2022 (as amended on December 7, 2022) and February 6, 2022 (collectively, the “PIPE Subscription Agreements” and together with the subscription agreement between AMCI and ArcelorMittal, the “Subscription Agreements”). Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 18,500,000 shares of common stock in a private placement at a price of $10.00 per share for an aggregate purchase price of $185 million (the “PIPE Investment”). Such aggregate number of shares and aggregate purchase price include 3,000,000 shares of common stock issued to ArcelorMittal pursuant to the AM SAFE with Legacy LanzaTech, as a result of which such PIPE Investor entered into a Subscription Agreement prior to the closing of the Business Combination. The PIPE Investment was consummated in connection with the consummation of the Business Combination. Upon closing of the Business Combination, the Company retained approximately $153 million net of transaction expenses as working capital. Upon closing of the Business Combination, the Company’s immediate sources of liquidity include cash generated from operations, accounts receivable, and existing credit facilities of LanzaTech. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing. Description of the Business Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to form a new entity in Delaware, LanzaTech NZ, Inc. and migrated the country of domicile of its global headquarters from New Zealand to Delaware. The reporting entity is LanzaTech NZ, Inc. and its subsidiaries (collectively, “the Company” or "LanzaTech"). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. The amendment of the Article of Incorporation 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. By using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals.The Company licenses its technology to customers and sells biocatalysts used in the fermentation process. It also performs related services such as feasibility studies, engineering services, and research and development ("R&D") in biotechnology for commercial and government customers. The Company also purchases the low carbon ethanol produced at customer facilities employing the Company’s technology and sells it under the brand name CarbonSmart. As of December 31, 2022, the Company’s partners operate three commercial scale waste-to-gas ethanol plants in China, with others currently in development in various countries compared to two commercial scale waste-to-gas ethanol plants in Chain as of December 31, 2021. 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 at a valuation of 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 ArcelorMittal ("AM") Simple Agreement for Future Equity ("SAFE") Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000 to $230,000, (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.The transaction closed on February 8, 2023. Please refer to Note 16, Subsequent Events.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated 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”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

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, 2022 and 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, 2022 and 2021.

Use of Estimates

The preparation of consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated 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 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 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 consolidated 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 and the initial fair value of the private placement warrants was estimated using a Black-Scholes option pricing model. The fair value of the public warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2022 and 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.

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 Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Prior to the closing of the Business Combination, the Company had 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 year ended December 31, 2022 and 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 Year Ended December 31, 2022				For the period from January 28, 2021 (inception) through December 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	(1,086,757)	$	(271,689)	$	25,974	$	20,764

Denominator:
Basic and diluted weighted average common shares outstanding	15,000,000		3,750,000		4,690,909		3,750,000
Basic and diluted net income (loss) per common share	$	(0.07)	$	(0.07)	$	0.01	$	0.01

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 consolidated 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 consolidated financial statements.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 do 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 at fair value (including, when applicable, the practicability exception to fair value under ASC 321-10-35). 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 12, Related Party Transactions, for further details on the transactions with VIEs.

Going Concern

The accompanying consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern. 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 $83,045 and an accumulated deficit of $(456,245) as of December 31, 2022 and cash outflows from operations of $(84,703) and a net loss of $(76,356) for the year ended December 31, 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 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. Further, as a result of the Business Combination described in Note 1 closing on February 8, 2023, the Company received $153,042, which represents the proceeds from the Business Combination received net of transaction expenses paid at Closing and the amount paid to ACM ARRT H LLC in relation to the Forward Purchase Agreement. 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, revenue recognized over time, AM SAFE, Brookfield SAFE and the AM SAFE warrants.

The Company uses the percentage of completion for both input and output methods to recognize revenue over time for certain contract with a customer. Under the output method, the Company exercises judgment and estimation when determining the percentage of completion against the total transaction price initially estimated. Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance.

Additionally, most of our arrangements provide fixed consideration, however, when there are variable consideration elements, the Company estimates the transaction price and whether revenue should be constrained. Significant estimates and judgments are also used when a material right is provided to the customer. In these instances, the Company estimates the stand-alone selling price and apportions the total transaction price to this material right.Refer to Revenue Recognition section in Note 2 hereunder.

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. 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 similar 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 and contract type.

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 and unrealized 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, net in the 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 December 31, 2022 and December 31, 2021, the Company had $83,045 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 consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2022 and December 31, 2021 (in thousands).


	As of
	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	83,045	$	128,318
Restricted cash (presented within Other current assets)	665		414
Cash, cash equivalents and restricted cash	$	83,710	$	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 December 31, 2022 and December 31, 2021, the Company recognized an allowance for doubtful accounts of $1,051 and $1,235, 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 under which the Company is a lessee 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, 2022 and 2021.

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 or loss 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 resulting from transactions in the investee’s equity.

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.

Equity Security Investments

Investments in entities over which the Company has neither significant influence, nor control, are accounted for as an equity security. For investments where the fair value is not readily determinable, the Company will account for its investment using the alternative measurement principals as permitted under Accounting Standards Codification ("ASC") 321, Investments — Equity Securities.

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

ArcelorMittal Simple Agreement for Future Equity (“AM 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 AM SAFE was not legal form debt (i.e., no creditors’ rights). The AM 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 AM SAFE is classified as mark-to-market liability pursuant to ASC 480, Distinguishing Liability from Equity (“ASC 480”).

Brookfield SAFE

On October 2, 2022, the Company entered into a SAFE with Brookfield (the "Brookfield SAFE"). Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $50,000 (the “Initial Purchase Amount”). The Brookfield SAFE is legal form debt. Management has elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments. As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as mark-to-market liability.

Warrants

The Company has issued warrants to purchase its preferred shares that remain outstanding as of December 31, 2022 and 2021 representing 225,223 preferred shares, for each period 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, 2022 and 2021. The Company accounts for these 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, net in the consolidated statements of operations and comprehensive loss.

Further, the warrant related to the AM SAFE (“AM SAFE warrant”) of $1,989 is accounted for as a liability. The AM SAFE warrant is exercisable upon the earliest to occur of a business combination with a special purpose acquisition corporation, an initial public offering, a change in control and a future round of financing involving preferred shares (collectively, the “Corporate Transactions”). The number of shares available under the AM SAFE warrant equals $3,000 divided by the exercise price. The exercise price is the price per share of the PIPE shares in the case of a business combination with a special purpose acquisition corporation or 90% of the price per share in connection with the other Corporate Transactions. The AM SAFE warrant expires at the earliest of (a) the fifth anniversary of the first Corporate Transaction, (b) the consummation of a dissolution event, (c) a change of control, and (d) the date that is the ten-year anniversary of issuance of the AM SAFE warrant. 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 expires. The change in fair value between reporting periods is included in other expense, 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. The only legal form debt outstanding as of December 31, 2022 is the Brookfield SAFE, which is accounted for under the FVO as described above. There is no debt outstanding as of December 31, 2021.

On September 28, 2021, the Company received notice of forgiveness for the Paycheck Protection Program (the “PPP Loan”) granted in 2020 under the Coronavirus Aid, Relief and Economic Security Act, for the total obligation of $3,065. The Company recorded the gain on extinguishment in the 2021 consolidated statement of operations and comprehensive loss.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company primarily earns revenue from services related to carbon capture and transformation technology, which includes: feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts. The other two revenue streams are joint development and contract research activities to develop novel biocatalysts and related technologies and sale of ethanol produced using the Company’s proprietary technologies (referred to as CarbonSmart Ethanol).

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 the Company’s 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 microbes and media. 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. Revenue for the sale of microbes and media is at a point in time, depending on when control transfers to the customer.

The Company licenses intellectual property to generate recurring revenue when its customers deploy our technology in their 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 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 and other US and foreign government agencies. 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, 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 transaction 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.

CarbonSmart

The Company acquires ethanol from customers who have deployed our proprietary technologies in their carbon capture and transformation facilities and sells it as CarbonSmart ethanol to end customers. Revenue is recognized at

a point in time when control transfers to our end 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. Amounts received for sales of CarbonSmart ethanol are classified as Revenue from contract with customers - tangible products in the consolidated statements of operations and comprehensive loss.

Cost of Revenues

The Company’s R&D, engineering, and other direct costs of services and goods 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 costs associated with various R&D activities and expense these costs as incurred.

Stock-Based Compensation

In exchange for certain employee and director services, compensation is given in the form of equity awards. The Company accounts for equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Accordingly, equity-classified 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.

Benefit Plans

The 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, 2022 and 2021, the Company contributed $987 and $720, respectively, to the plan, which contributions are included within research and development expense in the consolidated statements of operations and comprehensive loss.

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 carry back 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 12, 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.

Shareholders’ Equity

The 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.

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 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.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2022 and 2021 was approximately 61% and 38%, respectively.

As of December 31, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers located outside the United States. As of December 31, 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 years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022		2021
Customer A	22	%	27	%
Customer B	10	%	15	%
Customer C	7	%	12	%

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued Accounting Standard Update (“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.

Summary of Significant Accounting Policies - Brookfield SAFE (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Proceeds from Brookfield SAFE agreement	$ 50,000

Summary of Significant Accounting Policies - Property, Plant and Equipment, net (Details)	12 Months Ended
	Dec. 31, 2022
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

Description of the Business (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 07, 2022	Mar. 08, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Purchase price	$ 185,000	$ 1,800,000
Minimum closing cash condition	$ 230,000	$ 250,000
Sale of stock price (usd per share)	$ 10.00

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Net Loss per Share

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 Year Ended December 31, 2022				For the period from January 28, 2021 (inception) through December 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	(1,086,757)	$	(271,689)	$	25,974	$	20,764

Denominator:
Basic and diluted weighted average common shares outstanding	15,000,000		3,750,000		4,690,909		3,750,000
Basic and diluted net income (loss) per common share	$	(0.07)	$	(0.07)	$	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):


	Year Ended December 31,
	2022		2021
Numerator:
Net loss for basic and diluted earnings per common share	$	(76,356)	$	(46,689)
Unpaid cumulative dividends on preferred stock	(38,672)		(36,758)
Net loss allocated to common shareholders	$	(115,028)	$	(83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	2,126,346		1,959,165
Net loss per common share, basic and diluted(1)	$	(54.10)	$	(42.59)

__________________

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

As of December 31, 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:


	Year Ended December 31,
	2022	2021
Redeemable convertible preferred stock (if converted)	29,521,810	29,521,810
Options	3,354,591	3,848,420
RSAs	579,660	579,660
Warrants	225,223	225,223
Total	33,681,284	34,175,113

Income Taxes - Narrative (Details) - USD ($)	11 Months Ended	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Statutory tax rate (as a percent)		21.00%	21.00%
Tax losses and credits carried forward	$ 299,194,000	$ 391,759,000	$ 299,194,000
Net operating loss carryforwards, subject to expiration	136,454,000	146,467,000	136,454,000
Net operating loss carryforwards, not subject to expiration	127,593,000	210,145,000	127,593,000
Deferred tax assets valuation allowance	113,276,000	139,562,000	113,276,000
Foreign earnings repatriated		0	0
Deferred income tax		0	0
Income tax expense		0	0
Accrued interest and penalties	0	0	0
State and local
Income Taxes [Line Items]
Tax losses and credits carried forward	22,203,000	29,691,000	22,203,000
Foreign
Income Taxes [Line Items]
Tax losses and credits carried forward	39,705,000	43,655,000	39,705,000
United States \| Domestic
Income Taxes [Line Items]
Tax losses and credits carried forward	$ 239,559,000	318,382,000	$ 239,559,000
R&D tax credits
Income Taxes [Line Items]
Tax credits		$ 35,147,000

Revenues - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from collaborative arrangements	$ 2,575	$ 3,337
Revenues	37,343	25,461
Revenue from related party transactions	2,970	3,253
Billed accounts receivable, net of allowance	11,695	2,878
Licensing
Disaggregation of Revenue [Line Items]
Revenues	2,160	2,025
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	19,061	9,539
Revenue from related party transactions	$ 810	$ 1,228

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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Revenue from Contract with Customer [Abstract]

Summary of Significant Accounting Policies - Long-Term Debt and Debt Issuance Costs (Details) $ in Thousands	Sep. 28, 2021 USD ($)
PPP Loan
Debt Instrument [Line Items]
Debt forgiveness	$ 3,065

Net Loss Per Share - Antidilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	33,681,284	34,175,113
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
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	3,354,591	3,848,420
RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	579,660	579,660
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	225,223	225,223

STATEMENT OF CASH FLOWS - USD ($)	11 Months Ended	12 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on change in fair value of SAFE and warrant liabilities		$ 1,949,000	$ 563,000
Changes in operating assets and liabilities:
Net cash used in operating activities		(84,703,000)	(42,591,000)
Cash Flows From Investing Activities:
Net cash used in investing activities		(10,686,000)	(5,747,000)
Cash Flows From Financing Activities:
Proceeds received from private placement		50,000,000	30,000,000
Net cash provided by financing activities		50,545,000	116,015,000
Cash, cash equivalents and restricted cash at beginning of period		128,732,000	60,909,000
Cash, cash equivalents and restricted cash at end of period	$ 128,732,000	83,710,000	128,732,000
AMCI ACQUISITION CORP. II
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net income (loss)	46,738	(1,358,446)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B common stock	1,000
Loss on change in fair value of SAFE and warrant liabilities	(1,905,000)	(2,969,630)
Gain from extinguishment of deferred underwriting commissions on public shares		(171,700)
Offering costs allocated to derivative warrant liabilities	476,450	0
Income from investments held in the trust account	(6,015)	(2,299,536)
Changes in operating assets and liabilities:
Prepaid expenses	155,454	331,701
Accounts payable	85,534	2,409,463
Due to related party	49,723	1,324,277
Accrued expenses	199,733	2,027,326
Capital based tax payable	198,129	196,182
Franchise tax payable	188,237	(144,685)
Income tax payable		309,320
Net cash used in operating activities	(510,017)	(345,728)
Cash Flows From Investing Activities:
Cash deposited in trust account	(150,000,000)
Investment income released from trust account for payment of taxes		9,000
Net cash used in investing activities	(150,000,000)	9,000
Cash Flows From Financing Activities:
Proceeds from note payable to related party	1,000
Proceeds received from initial public offering, gross	150,000,000
Proceeds received from private placement	852,416
Net cash provided by financing activities	150,853,416
Net (decrease) increase in cash, cash equivalents and restricted cash	343,399	(336,728)
Cash, cash equivalents and restricted cash at beginning of period	0	343,399
Cash, cash equivalents and restricted cash at end of period	343,399	6,671	$ 343,399
Supplemental disclosure of noncash activities:
Offering costs paid by related party under note payable and advances	1,968,784
Offering costs included in accrued expenses	30,000
Offering costs paid by Sponsor in exchange for issuance of Class B common stock	24,000
Prepaid expenses paid by related party under note payable and advances	677,800
Repayment of note payable and advances by Sponsor in exchange for issuance of private placement warrants	2,647,584
Deferred underwriting commissions in connection with the initial public offering	5,250,000
Value of Class B common stock transferred to Anchor Investors at initial public offering	$ 6,509,758
Extinguishment of deferred underwriting commissions on public shares		$ 4,878,300

Revenues (Tables)

12 Months Ended

Dec. 31, 2022

Disaggregated revenue

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


	Year Ended December 31,
	2022		2021
Contract Types:
Licensing	2,160		2,025
Engineering and other services	19,061		9,539
Carbon capture and utilization revenue	21,221		11,564

Joint development agreements	6,021		11,700
Other contract research	6,101		2,197
Research and development revenue	12,122		13,897

CarbonSmart (tangible product)	4,000		—

Total Revenue	$	37,343	$	25,461

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2022 and 2021 (in thousands):


	Year Ended December 31,
	2022		2021
North America	$	17,149	$	15,825
Europe, Middle East, Africa (EMEA)	11,500		7,522
Asia	5,752		1,477
Australia	2,942		637
Total Revenue	$	37,343	$	25,461

Changes in contract assets and liabilities

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, 2021	$	6,186	$	5,480	$	11,291
Additions to unbilled accounts receivable	8,516		—		—
Increases due to cash received	—		20		5,690
Unbilled accounts receivable recognized in trade receivables	(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
Additions to unbilled accounts receivable	30,308		—		—
Increases due to cash received	—		996		37
Unbilled accounts receivable recognized in trade receivables	(24,062)		—		—
Change on revaluation of currency	54		—		(341)
Reclassification from non-current to current contract liabilities	—		2,837		(2,837)
Reclassification to revenue as a result of performance obligations satisfied	—		(4,208)		—
Balance as of December 31, 2022	$	18,000	$	3,101	$	10,760

Remaining performance obligations

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


	As of
	December 31, 2022		December 31, 2021
Current	$	3,101	$	3,476
Non-current	10,760		13,901
Total	$	13,861	$	17,377

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Temporary equity par value (usd per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	29,747,033	29,747,033
Temporary equity, shares issued (in shares)	29,521,810	29,521,810
Temporary equity, shares outstanding (in shares)	29,521,810	29,521,810	25,729,542
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized (in shares)	36,326,815	36,326,815
Common shares, shares issued (in shares)	2,382,358	2,106,934
Common shares, shares outstanding (in shares)	2,382,358	2,106,934

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

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 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 Year Ended December 31, 2022				For the period from January 28, 2021 (inception) through December 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	(1,086,757)	$	(271,689)	$	25,974	$	20,764

Denominator:
Basic and diluted weighted average common shares outstanding	15,000,000		3,750,000		4,690,909		3,750,000
Basic and diluted net income (loss) per common share	$	(0.07)	$	(0.07)	$	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
	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	83,045	$	128,318
Restricted cash (presented within Other current assets)	665		414
Cash, cash equivalents and restricted cash	$	83,710	$	128,732

Trade and Other Receivables

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

Equity Security Investments

ArcelorMittal Simple Agreement for Future Equity (“AM SAFE”)

Brookfield SAFE

Warrants

Long-Term Debt and Debt Issuance Costs

Revenue Recognition

Carbon Capture and Transformation

Research and Development Services

Collaboration Arrangements

CarbonSmart

Cost of Revenues

Research and Development

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

Stock-Based Compensation

Benefit Plans

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.

Shareholders’ Equity

Fair Value of Financial Instruments

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 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 years ended December 31, 2022 and 2021 was approximately 61% and 38%, 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, 2022 and 2021:


	Year Ended December 31,
	2022		2021
Customer A	22	%	27	%
Customer B	10	%	15	%
Customer C	7	%	12	%

Recently Adopted Accounting Pronouncements

Warrants - Additional Information (Details)	12 Months Ended
Warrants - Additional Information (Details)	Dec. 31, 2022 D $ / shares shares	Dec. 31, 2021 shares
Warrants
Number of shares per warrant (in shares) \| shares	1
Price of warrant (in usd per warrant)	$ 11.50
Threshold period days after the completion of the initial Business Combination for exercise of warrants	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
Period of time after which warrant holder may do cashless exercise	60 days
Public warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of public warrants	20 days
Minimum threshold written notice period for redemption of public warrants	30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	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
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Public warrants \| Class A Common stock
Warrants
Stock price (usd per share)	$ 9.20
Percentage of gross proceeds on total equity proceeds	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

Leases - Lease Maturities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2023	$ 1,302
2024	2,602
2025	2,347
2026	2,418
2027	0
Thereafter	0
Total lease payments	8,669
Less: imputed interest	1,256
Total lease liabilities	$ 7,413

Basis of Presentation and Summary of Significant Accounting Policies - Net Income (Loss) Per Share of Common Stock (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Denominator:
Weighted average shares outstanding of common stock - basic (in shares)		2,126,346,000	1,959,165,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)		2,126,346,000	1,959,165,000
Basic and diluted net income (loss) per share - basic (in dollars per share)		$ (54.10)	$ (42.59)
Basic and diluted net income (loss) per share - diluted (in dollars per share)		$ (54.10)	$ (42.59)
Class A Common stock
Numerator:
Allocation of net income (loss)	$ 25,974	$ (1,086,757)
Denominator:
Weighted average shares outstanding of common stock - basic (in shares)	4,690,909	15,000,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)	4,690,909	15,000,000
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ 0.01	$ (0.07)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ 0.01	$ (0.07)
Class B Common Stock
Numerator:
Allocation of net income (loss)	$ 20,764	$ (271,689)
Denominator:
Weighted average shares outstanding of common stock - basic (in shares)	3,750,000	3,750,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)	3,750,000	3,750,000
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ 0.01	$ (0.07)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ 0.01	$ (0.07)

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.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.13)
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Class A Common Stock Subject to Possible Redemption

12 Months Ended

Dec. 31, 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 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	1,113,633
Class A common stock subject to possible redemption, December 31, 2022	$	151,113,633

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

Stockholders' Deficit - Common Stock Shares (Details)	12 Months Ended
Stockholders' Deficit - Common Stock Shares (Details)	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 shares
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	36,326,815	36,326,815
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding (in shares)	29,521,810	29,521,810	25,729,542
Temporary equity, shares issued (in shares)	29,521,810	29,521,810
Common shares, shares issued (in shares)	2,382,358	2,106,934
Common shares, shares outstanding (in shares)	2,382,358	2,106,934
Class A Common stock
Stockholders' Equity (Deficit)
Common shares, shares authorized (in shares)	280,000,000	280,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding (in shares)	15,000,000	15,000,000
Class A Common Stock Subject to Redemption
Stockholders' Equity (Deficit)
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 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 (in dollars 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
Ratio to be applied to the stock in the conversion	20

Investments - Summarized Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Revenues	$ 37,343	$ 25,461
Net income (loss)	(76,356)	(46,689)
Net loss attributable to the Company	(1,422)	(1,606)
Current assets	123,897	148,675
Current liabilities	55,981	49,290
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments [Line Items]
Revenues	40,985	40,244
Gross profit	7,319	(5,703)
Net income (loss)	(6,221)	(9,695)
Current assets	72,711	56,204
Non-current assets	114,736	270,454
Current liabilities	15,534	64,499
Non-current liabilities	$ 114,934	$ 58,802

BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares issued (in shares)	29,521,810	29,521,810
Temporary equity, shares outstanding (in shares)	29,521,810	29,521,810
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized (in shares)	36,326,815	36,326,815
Common shares, shares issued (in shares)	2,382,358	2,106,934
Common shares, shares outstanding (in shares)	2,382,358	2,106,934
Class A Common stock
Common stock subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding (in shares)	15,000,000	15,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized (in shares)	280,000,000	280,000,000
Class A Common Stock Subject to Redemption
Common stock subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares issued (in shares)	15,000,000	15,000,000
Temporary equity, shares outstanding (in shares)	15,000,000	15,000,000
Temporary equity, redemption price per share (in dollars per share)	$ 10.07	$ 10.00
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A Common Stock Not Subject to Redemption
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class B Common Stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, shares issued (in shares)	3,750,000	3,750,000
Common shares, shares outstanding (in shares)	3,750,000	3,750,000

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss and credit carryforwards	$ 133,537	$ 107,979
Stock-based compensation	2,071	0
Operating lease liability	2,473	1,878
Accrued bonus	1,514	981
Accrued expenses	239	1,566
Deferred revenue	126	309
Equity method investment	2,040	1,243
Other	460	925
Gross deferred tax asset	142,460	114,881
Valuation allowance	(139,562)	(113,276)
Net deferred tax asset	2,898	1,605
Deferred tax liabilities:
Operating lease asset	(2,125)	(1,429)
Other	(773)	(176)
Total deferred tax liabilities	(2,898)	(1,605)
Net deferred income tax assets and liabilities:	$ 0	$ 0

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Feb. 03, 2023	Nov. 09, 2022
Related Party Transaction [Line Items]
Investments	$ 25,551	$ 24,752
Revenue from related party transactions	$ 2,970	$ 3,253
Notes receivable, commitment to purchase				$ 5,500
Sale of private placement warrants (in shares)	225,223	225,223	10,000,000	316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 14.69	$ 19.93		$ 0.0575
Senior Secured Notes Receivable
Related Party Transaction [Line Items]
Approval of note holders to amend agreement				66.66%
One Tranche Of Notes
Related Party Transaction [Line Items]
Amount of Notes purchased				$ 10
Sale of private placement warrants (in shares)				575
LanzaJet Freedom Pines Fuels LLC
Related Party Transaction [Line Items]
Notes receivable, aggregate principal amount				$ 147,000
LanzaJet Freedom Pines Fuels LLC \| Senior Secured Notes Receivable
Related Party Transaction [Line Items]
Notes receivable, aggregate principal amount				$ 113,500
Line of credit facility, interest rate				6.00%
LanzaJet Freedom Pines Fuels LLC \| Subordinated Secured Notes Receivable
Related Party Transaction [Line Items]
Notes receivable, aggregate principal amount				$ 33,500
Line of credit facility, interest rate				6.00%
Related Party Transition Services Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	$ 185	$ 495
Related Party Investment Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions		428
Related Party Supply Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	289	282
Related party fees	$ 645	$ 1,223

Property, Plant, and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment, net

The Company’s property, plant and equipment, net consisted of the following (in thousands):


	As of
	December 31, 2022		December 31, 2021
Land	$	64	$	64
Leasehold improvements	4,126		4,113
Instruments and equipment	33,093		26,627
Vehicles	85		71
Office Equipment and furniture	1,719		1,590
Other	871		728
Construction in progress	6,780		3,328
	$	46,738	$	36,521

Less accumulated depreciation and amortization	$	27,049	$	22,373

Total property, plant and equipment, net	$	19,689	$	14,148

Depreciation for the years ended December 31, 2022 and December 31, 2021 totaled $4,660 and $3,806, respectively.

Investments - Narrative (Details) ¥ in Thousands				2 Months Ended	12 Months Ended
Investments - Narrative (Details) ¥ in Thousands	May 13, 2020 USD ($)	Sep. 28, 2011 USD ($)	Sep. 28, 2011 CNY (¥)	Apr. 04, 2021 USD ($) investment_round shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of rounds of investments \| investment_round				2
Transfer from foreign currency translation to equity security investment					$ 928,000
Impairment on equity method investments					0	$ 0
Dividends from equity investments					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					2,160,000	2,025,000
Deferred revenue					$ 8,062,000	10,746,000
Profit amortization period					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					$ 3,700,000	3,100,000
LanzaJet \| Intra-entity
Schedule of Equity Method Investments [Line Items]
Revenue from contracts with customers						$ 527,000	$ 662,000
SGLT
Schedule of Equity Method Investments [Line Items]
Ownership percentage		30.00%	30.00%		9.31%	10.01%
Gain on dilution					$ 3,368,000	$ 3,048,000
Equity securities loss					$ 76,000
SGLT \| Intellectual Property
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property		$ 4,000,000	¥ 25,800

LanzaTech 10K Commitment and Contingencies (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
2023		$ 1,302
2024		2,602
2025		2,347
2026		2,418
2027		0
Thereafter		0
Total lease payments		$ 8,669
Headquarters In Skokie, Illinois
Lessee, Lease, Description [Line Items]
2023	$ 0
2024	642
2025	1,303
2026	1,342
2027	0
Thereafter	0
Total lease payments	$ 3,287

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated 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”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. 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.
Concentration of Credit Risk	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, 2022 and 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 years ended December 31, 2022 and 2021 was approximately 61% and 38%, respectively. As of December 31, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers located outside the United States.
Cash and Cash Equivalents	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, 2022 and 2021.
Use of Estimates	Use of Estimates The preparation of consolidated 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 consolidated 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 consolidated 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. 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, revenue recognized over time, AM SAFE, Brookfield SAFE and the AM SAFE warrants. The Company uses the percentage of completion for both input and output methods to recognize revenue over time for certain contract with a customer. Under the output method, the Company exercises judgment and estimation when determining the percentage of completion against the total transaction price initially estimated. Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance. Additionally, most of our arrangements provide fixed consideration, however, when there are variable consideration elements, the Company estimates the transaction price and whether revenue should be constrained. Significant estimates and judgments are also used when a material right is provided to the customer. In these instances, the Company estimates the stand-alone selling price and apportions the total transaction price to this material right.Refer to Revenue Recognition section in Note 2 hereunder. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.
Investments Held in the Trust Account	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 consolidated 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 consolidated statements of operations. The estimated fair values of investments held in the trust account are determined using available market information.
Financial Instruments	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 consolidated balance sheets.
Fair Value Measurements	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. 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 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.
Offering Costs Associated with Initial Public Offering	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 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	Class A Common 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 consolidated 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	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 and the initial fair value of the private placement warrants was estimated using a Black-Scholes option pricing model. The fair value of the public warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2022 and 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. ArcelorMittal Simple Agreement for Future Equity (“AM 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 AM SAFE was not legal form debt (i.e., no creditors’ rights). The AM 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 AM SAFE is classified as mark-to-market liability pursuant to ASC 480, Distinguishing Liability from Equity (“ASC 480”)
Income Taxes	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. 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. 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 carry back 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.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Prior to the closing of the Business Combination, the Company had 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 year ended December 31, 2022 and 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. 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.
Recent Accounting Pronouncements	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 consolidated 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 consolidated financial statements. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standard Update (“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.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

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

December 31, 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	$	152,296,551	$	—	$	—
Liabilities:
Derivative liabilities – public warrants	$	1,800,000	$	—	$	—
Derivative liabilities – private placement warrants	$	—	$	—	$	840,370

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


	Fair Value Measurement as of
	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	523	$	—	$	—	$	523

Liabilities:
Warrants on preferred shares	$	—	$	—	$	2,119	$	2,119
Brookfield SAFE liability	—		—		50,000		50,000
AM SAFE warrant	—		—		1,989		1,989
AM SAFE liability	—		—		28,986		28,986
Total liabilities	$	—	$	—	$	83,094	$	83,094


	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
AM SAFE warrant	—		—		1,729		1,729
AM SAFE liability	—		—		28,271		28,271
Total Liabilities	$	—	$	—	$	31,145	$	31,145

Summary of quantitative information regarding Level 3 fair value measurement inputs

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


	As of December 31, 2022			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Volatility	5.2		%	9.6		%
Stock price	$	9.98		$	9.66
Remaining term (years)	5.09			5.75
Risk-free rate	3.91		%	1.32		%

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


	December 31, 2022			December 31, 2021
Stock price	$	22.81		$	13.77
Weighted average exercise price	17.31			17.32
Term (in years)	1.1			2.8
Expected volatility	73.4		%	70.6		%
Risk-free interest rate	4.5		%	0.8		%
Expected dividend yield	—		%	—		%

Significant inputs for Level 3 AM SAFE liability fair value measurement at December 31, 2022 are as follows:


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Time to conversion (in years)	0.1		0.8
Liquidity price	100	%	90	%
Discount rate	24.7	%	24.7	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2022 are as follows:


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Remaining life (in years)	5.0		5.0
Volatility	75	%	75	%
Interest rate	3.99	%	3.99	%
Time to conversion (in years)	0.1		0.8
Risk-free interest rate	4.12	%	4.75	%
Dividend yield	—	%	—	%

Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs


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
Change in fair value of derivative liabilities	944,630
Derivative warrant liabilities at December 31, 2022	$	840,370


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE
Balance as of January 1, 2022	$	1,145	$	28,271	$	1,729	$	—
Issuance of Brookfield SAFE liability	—		—		—		50,000
Loss recognized in consolidated statement of operations and comprehensive loss	974		715		260		$	—
Balance as of December 31, 2022	$	2,119	$	28,986	$	1,989	$	50,000


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE


Balance as of January 1, 2021	$	582	$	—	$	—	$	—
Issuance of SAFE liability and warrant	—		28,271		1,729		—
Loss recognized in consolidated statement of operations and comprehensive loss	563		—		—		—
Balance as of December 31, 2021	$	1,145	$	28,271	$	1,729	$	—

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 83,045	$ 128,318

Leases - Narrative (Details) $ in Thousands	1 Months Ended		3 Months Ended
Leases - Narrative (Details) $ in Thousands	Feb. 28, 2022 renewal_option	May 31, 2020 renewal_option	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted average discount rate					7.50%	7.50%
Operating lease, cost			$ 2,167	$ 2,126
Variable lease, cost			2,227	2,575
Lease cost			$ 2,370	$ 2,059
Term of contract	12 years	10 years
Number of renewal options \| renewal_option	13	5
Renewal term	1 year	1 year

Net Loss Per Share - Narrative (Details) $ in Thousands	12 Months Ended
Net Loss Per Share - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 shares
Earnings Per Share [Abstract]
Conversion ratio		1
Cumulative accrued and undeclared and unpaid dividend amount \| $	$ 237,000
Liquidity price of SAFE and SAFE warrants	100.00%
Liquidity price of SAFE and SAFE warrants, condition one	90.00%
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Aggregate purchase of stock (in shares)	33,681,284	34,175,113
Redeemable convertible preferred stock (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Aggregate purchase of stock (in shares)	29,521,810	29,521,810

Investments - Equity Method Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 10,561	$ 24,752
Equity Security Investment in SGLT	14,990
Total Investment	25,551	24,752
LanzaJet
Schedule of Equity Method Investments [Line Items]
Equity Method Investments	$ 10,561	12,433
SGLT
Schedule of Equity Method Investments [Line Items]
Equity Method Investments		$ 12,319

Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 4,660	$ 3,806

Income Taxes - Income tax provision (Details) - USD ($)	11 Months Ended	12 Months Ended
Income Taxes - Income tax provision (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Deferred
Valuation allowance		$ 26,286,000	$ 7,958,000
Total income tax benefit		0	$ 0
AMCI ACQUISITION CORP. II
Current
Federal	$ 0	309,320
State	0	0
Deferred
Federal	(290,181)	(15,220)
State.		0
Valuation allowance	290,181	15,220
Total income tax benefit	$ 0	$ 309,320

Commitments and Contingencies Disclosure [Abstract]

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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):


	Year Ended December 31,
	2022		2021
Numerator:
Net loss for basic and diluted earnings per common share	$	(76,356)	$	(46,689)
Unpaid cumulative dividends on preferred stock	(38,672)		(36,758)
Net loss allocated to common shareholders	$	(115,028)	$	(83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	2,126,346		1,959,165
Net loss per common share, basic and diluted(1)	$	(54.10)	$	(42.59)

__________________

As of December 31, 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:


	Year Ended December 31,
	2022	2021
Redeemable convertible preferred stock (if converted)	29,521,810	29,521,810
Options	3,354,591	3,848,420
RSAs	579,660	579,660
Warrants	225,223	225,223
Total	33,681,284	34,175,113

Under the organizational documents of the Company, the preferred shares and undeclared dividends 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, declared and unpaid dividends will become payable. The total amount of cumulative accrued, undeclared and unpaid dividend is approximately $237 million. 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 years ended December 31, 2022 and 2021, respectively, because doing so would be anti-dilutive.

In connection with the AM SAFE and Brookfield SAFE, see Note 7 - Fair Value, the Company could issue additional potential shares of common stock upon closing of the Business Combination. Further, under the AM 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 December 31, 2022. The per share issuance price for the AM SAFE and AM 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. The per share issuance price for the Brookfield SAFE upon closing of the Business Combination or any other qualified liquidity event is the liquidity price as defined in the Brookfield SAFE agreement.

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Lessee, Operating Lease, Liability, Maturity

The following table represents the future lease payments for this lease (in thousands):


Year ending December 31,
2023						—
2024						642
2025						1,303
2026						1,342
2027						—
Thereafter						—
Total cash payments						3,287

As of December 31, 2022, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


Year ending December 31,
2023	$	1,302
2024	2,602
2025	2,347
2026	2,418
2027	—
Thereafter	—
Total lease payments	$	8,669
Less: imputed interest	1,256
Total lease liabilities	$	7,413

Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 1,051	$ 1,235

SAFE (Details) - USD ($)	12 Months Ended
SAFE (Details) - USD ($)	Dec. 31, 2022	Oct. 02, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SAFE liability	$ 28,986,000		$ 28,271,000
Proceeds from Brookfield SAFE agreement	50,000,000
Required equity funding for qualifying projects		$ 50,000,000
Required equity funding for qualifying projects, remaining amount reduction		5,000,000
Brookfield SAFE liability	$ 50,000,000		$ 0
Required equity funding		$ 500,000,000

Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 08, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents		$ 83,045	$ 128,318
Accumulated deficit		(456,245)	(379,889)
Net cash used in operating activities		(84,703)	(42,591)
Net income (loss)		$ (76,356)	$ (46,689)
Subsequent Event
Subsequent Event [Line Items]
Proceeds from divestiture of businesses, net of cash divested	$ 153,042

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 37,343	$ 25,461
North America
Disaggregation of Revenue [Line Items]
Revenues	17,149	15,825
Europe, Middle East, Africa (EMEA)
Disaggregation of Revenue [Line Items]
Revenues	11,500	7,522
Asia
Disaggregation of Revenue [Line Items]
Revenues	5,752	1,477
Australia
Disaggregation of Revenue [Line Items]
Revenues	$ 2,942	$ 637

Stockholders' Deficit	12 Months Ended
Stockholders' Deficit	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity (Deficit)	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, 2022 and 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, 2022 and 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, 2022 and 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 in the Amended and Restated Certificate of Incorporate. 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.

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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CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) (Parenthetical)	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Stock issuance cost	$ 0

Redeemable, Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2022

Redeemable convertible preferred stock

The Class A common stock subject to possible redemption reflected on the 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	1,113,633
Class A common stock subject to possible redemption, December 31, 2022	$	151,113,633

The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2022 and December 31, 2021, 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

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Note 10 — Income Taxes

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


	For the Year Ended December 31, 2022		For the Period from January 28, 2021 (inception) through December 31, 2021
Current
Federal	$	309,320	$	—
State	—		—
Deferred
Federal	(15,220)		(290,181)
State	—
Valuation allowance	15,220		290,181
Income tax provision	$	309,320	$	—

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


	December 31,
	2022		2021
Deferred tax assets:
Start-up/Organization costs	$	305,401	$	210,307
Net operating loss carryforwards	—		79,874
Total deferred tax assets	305,401		290,181
Valuation allowance	(305,401)		(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 Year Ended December 31, 2022		For the Period from January 28, 2021 (inception) through December 31, 2021
Statutory federal income tax rate	21.0	%	21.0	%
Change in fair value of derivative warrant liabilities	59.4	%	(855.9)	%
Offering costs allocated to derivative warrant liabilities	0.0	%	214.0	%
Gain from settlement of deferred underwriting commissions	3.4	%	—	%
Capitalized merger costs	(111.9)	%	—	%
Change in valuation allowance	(1.5)	%	620.9	%
Income tax expense	(29.6)	%	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,
	2022		2021
United States	$	(73,271)	$	(39,860)

Foreign	(3,085)		(6,829)
Total	$	(76,356)	$	(46,689)

The Company does not have any current or deferred taxes in either the United States or our foreign operations.


	Year Ended December 31,
	2022				2021
Income tax (benefit) at the statutory federal income tax rate	$	(16,035)	21.0	%	$	(9,805)	21.0	%
Foreign tax rate differential	(72)		0.1	%	(605)		1.3	%
State and local taxes	(6,961)		9.1	%	(4,068)		8.7	%

Foreign exchange differences	—		—	%	(143)		0.3	%
Stock-based compensation	288		(0.4)	%	501		(1.1)	%
Interest income on receivable	—		—	%	882		(1.9)	%
Equity method investment	(701)		0.9	%	(443)		0.9	%
Non-deductible legal costs	—		—	%	1,291		(2.8)	%
Gain from redomiciliation of intellectual property	—		—	%	4,890		(10.5)%
Valuation allowance	26,286		(34.4)	%	7,958		(17.0)	%
PPP loan forgiveness	—		—	%	$	(644)	1.4	%
Deferred True-Up	(2,836)		3.7%		—		—%
Other	31		—	%	186		(0.3)	%
Total income tax benefit	$	—	—	%	$	—	—	%

Deferred Taxes

Significant components of deferred tax assets and liabilities were as follows (in thousands):


	Year Ended December 31,
Deferred tax assets:	2022		2021
Net operating loss and credit carryforwards	$	133,537	$	107,979
Stock-based compensation	2,071		—
Operating lease liability	2,473		1,878
Accrued bonus	1,514		981
Accrued expenses	239		1,566
Deferred revenue	126		309
Equity method investment	2,040		1,243
Other	460		925
	$	142,460	$	114,881

Valuation allowance	(139,562)		(113,276)
Net deferred tax asset	$	2,898	$	1,605
Deferred tax liabilities:
Operating lease asset	(2,125)		(1,429)
Other	(773)		(176)
Total deferred tax liabilities	$	(2,898)	$	(1,605)

Net deferred income tax assets and liabilities:	$	—	$	—

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

Other Current Assets

12 Months Ended

Dec. 31, 2022

Other Current Assets

As of December 31, 2022 and 2021 other current assets consisted of the following (in thousands):


	As of
	December 31, 2022		December 31, 2021
Materials and supplies	$	4,164	$	2,900
Prepaid assets	2,833		1,503
Other	4,160		1,376
	$	11,157	$	5,779

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

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-classified share-based payment.

Stock Options

The Company has five ownership-based participation rights plans for employees, directors, and certain third-party providers. In accordance with the provisions of the plans, 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 December 31, 2022 and changes during the period ended December 31, 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	(451)	6.98		—	3,520
Cancelled/forfeited	(44)	9.53		—	218
Expired	(1)	6.61		—	4
Outstanding at December 31, 2022	3,353	$	6.45	5.80	$	58,565
Vested and expecting to vest at December 31, 2022	3,353	6.45		5.80	58,565
Exercisable at December 31, 2022	2,563	$	6.27	5.15	$	45,204

The Company recorded compensation expense of $2,527 and $2,531 for the years ended December 31, 2022 and December 31, 2021, respectively. Unrecognized compensation costs as of December 31, 2022 was $3,354 and will be recognized over a weighted average of 2.07 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 upon liquidity event. The time-based service requirements of the RSAs have a maximum term of three years from the date of grant.

As of December 31, 2022, there were 579,660 outstanding unvested shares for a weighted average fair value of $4.72. There were no changes during the year ended December 31, 2022.

As of December 31, 2022, and December 31, 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 expense during the years ended December 31, 2022 and December 31, 2021 for these RSAs.

Summary of Significant Accounting Policies - Shareholders' Equity (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001

Fair Value (Tables)

12 Months Ended

Dec. 31, 2022

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

December 31, 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	$	152,296,551	$	—	$	—
Liabilities:
Derivative liabilities – public warrants	$	1,800,000	$	—	$	—
Derivative liabilities – private placement warrants	$	—	$	—	$	840,370

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


	Fair Value Measurement as of
	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	523	$	—	$	—	$	523

Liabilities:
Warrants on preferred shares	$	—	$	—	$	2,119	$	2,119
Brookfield SAFE liability	—		—		50,000		50,000
AM SAFE warrant	—		—		1,989		1,989
AM SAFE liability	—		—		28,986		28,986
Total liabilities	$	—	$	—	$	83,094	$	83,094


	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
AM SAFE warrant	—		—		1,729		1,729
AM SAFE liability	—		—		28,271		28,271
Total Liabilities	$	—	$	—	$	31,145	$	31,145

Summary of quantitative information regarding Level 3 fair value measurement inputs

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


	As of December 31, 2022			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Volatility	5.2		%	9.6		%
Stock price	$	9.98		$	9.66
Remaining term (years)	5.09			5.75
Risk-free rate	3.91		%	1.32		%

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


	December 31, 2022			December 31, 2021
Stock price	$	22.81		$	13.77
Weighted average exercise price	17.31			17.32
Term (in years)	1.1			2.8
Expected volatility	73.4		%	70.6		%
Risk-free interest rate	4.5		%	0.8		%
Expected dividend yield	—		%	—		%

Significant inputs for Level 3 AM SAFE liability fair value measurement at December 31, 2022 are as follows:


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Time to conversion (in years)	0.1		0.8
Liquidity price	100	%	90	%
Discount rate	24.7	%	24.7	%

Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2022 are as follows:


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Remaining life (in years)	5.0		5.0
Volatility	75	%	75	%
Interest rate	3.99	%	3.99	%
Time to conversion (in years)	0.1		0.8
Risk-free interest rate	4.12	%	4.75	%
Dividend yield	—	%	—	%

Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs


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
Change in fair value of derivative liabilities	944,630
Derivative warrant liabilities at December 31, 2022	$	840,370


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE
Balance as of January 1, 2022	$	1,145	$	28,271	$	1,729	$	—
Issuance of Brookfield SAFE liability	—		—		—		50,000
Loss recognized in consolidated statement of operations and comprehensive loss	974		715		260		$	—
Balance as of December 31, 2022	$	2,119	$	28,986	$	1,989	$	50,000


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE


Balance as of January 1, 2021	$	582	$	—	$	—	$	—
Issuance of SAFE liability and warrant	—		28,271		1,729		—
Loss recognized in consolidated statement of operations and comprehensive loss	563		—		—		—
Balance as of December 31, 2021	$	1,145	$	28,271	$	1,729	$	—

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

of deferred underwriting commissions on public shares in the consolidated statements of operations, which represents the original amount expensed in the Company’s initial public offering.

Commitments and Contingencies

Litigation

Commitments

In November 2022, the Company entered into a Note Purchase Agreement. Refer to Note 12, Related Party Transactions, for more information.


Year ending December 31,
2023						—
2024						642
2025						1,303
2026						1,342
2027						—
Thereafter						—
Total cash payments						3,287

Fair Value Measurements - Company's financial assets and liabilities that are measured at fair value (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Loss on change in fair value of SAFE and warrant liabilities		$ (1,949,000)	$ (563,000)
AMCI ACQUISITION CORP. II
Liabilities:
Loss on change in fair value of SAFE and warrant liabilities	$ 1,905,000	2,969,630
Public warrants
Liabilities:
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative warrant liabilities		Derivative warrant liabilities
Fair Value, Recurring \| Level 1
Assets:
Investments held in Trust Account	$ 150,006,015	152,296,551	$ 150,006,015
Fair Value, Recurring \| Level 1 \| Public warrants
Liabilities:
Derivative liabilities	3,825,000	1,800,000	3,825,000
Fair Value, Recurring \| Level 3 \| Private Placement Warrants
Liabilities:
Derivative liabilities	$ 1,785,000	$ 840,370	$ 1,785,000

Fair Value - Level 3 Fair Value Measurements (Details)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	22.81	13.77
Weighted average exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	17.31	17.32
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.1	2.8
Term \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		5.0
Term \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		5.0
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.734	0.706
Expected volatility \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.75
Expected volatility \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.75
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.045	0.008
Risk-free interest rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.0412
Risk-free interest rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.0475
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0
Expected dividend yield \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0
Expected dividend yield \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0
Probability weighting \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.61
Probability weighting \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.39
Probability weighting \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.61
Probability weighting \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.39
Interest rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.0399
Interest rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.0399
Time to conversion \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.1
Time to conversion \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.8
Time to conversion \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.1
Time to conversion \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.8
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		0.247
Discount rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, measurement input		0.247

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net Income (Loss) Attributable to Parent	$ (76,356)	$ (46,689)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	2,527	2,531
Loss on change in fair value of SAFE and warrant liabilities	1,949	563
Bad debt expense and recoveries	0	(27)
Depreciation of property, plant and equipment	4,660	3,806
Non-cash lease expense	1,825	1,679
Non-cash recognition of licensing revenue	(2,160)	(2,022)
Gain from equity method investees, net	(1,992)	(1,945)
Gain on extinguishment of debt	0	(3,065)
Gain from disposal of PPE	(49)	0
Net foreign exchange loss	668	55
Changes in operating assets and liabilities:
Accounts receivable, net	(8,817)	2,670
Contract assets	(6,246)	(5,514)
Other assets	(5,127)	(941)
Accounts payable and accrued salaries and wages	8,243	1,256
Contract liabilities	(488)	5,762
Operating lease liabilities	(2,028)	(1,618)
Other liabilities	(1,312)	908
Net cash used in operating activities	(84,703)	(42,591)
Cash Flows From Investing Activities:
Purchase of property, plant and equipment	(10,735)	(5,752)
Proceeds from disposal of property, plant and equipment	49	5
Net cash used in investing activities	(10,686)	(5,747)
Cash Flows From Financing Activities:
Proceeds from issue of equity instruments of the Company	1,194	83,831
Proceeds from exercise of a warrant	0	3,150
Proceeds received from private placement	50,000	30,000
Repurchase of equity instruments of the Company	(649)	(396)
Repayment of borrowings	0	(570)
Net cash provided by financing activities	50,545	116,015
Net (decrease) increase in cash, cash equivalents and restricted cash	(44,844)	67,677
Cash, cash equivalents and restricted cash at beginning of period	128,732	60,909
Effects of currency translation on cash, cash equivalents and restricted cash	(178)	146
Cash, cash equivalents and restricted cash at end of period	83,710	128,732
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable	246	708
Receipt of common shares as payment for option exercises	1,944	938
Right-of-use asset additions	4,108	0
PPP loan forgiveness	$ 0	$ 3,065

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

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 ASC 842, Leases, all leases are classified as operating leases. During 2022 and 2021, the discount rate used in the calculation of lease liabilities was 7.50%, 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, 2022 and 2021 were $2,167 and $2,126 and $2,227 and $2,575, respectively. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2022 and 2021 was $2,370 and $2,059, respectively.

As of December 31, 2022, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


Year ending December 31,
2023	$	1,302
2024	2,602
2025	2,347
2026	2,418
2027	—
Thereafter	—
Total lease payments	$	8,669
Less: imputed interest	1,256
Total lease liabilities	$	7,413

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,
	2022		2021
Weighted average remaining lease term (years)	3.5		2.4
Weighted average discount rate	7.50	%	7.50	%

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. 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, increased the annual base rent amount and increased the term from 10 years to 12 years. Additionally, the subsidiary of LanzaJet was granted an option to renew this lease for thirteen additional periods of one year. In August 2022, the lease agreement was amended further to increase the annual rent due upon commencement of construction of the alcohol-to-jet fuel facility. 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, 2022, is as follows (in thousands)


Year ending December 31,
2023	$	34
2024	155
2025	155
2026	155
2027	155
Thereafter	1,240
	$	1,894

Leases

As of December 31, 2022, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


Year ending December 31,
2023	$	1,302
2024	2,602
2025	2,347
2026	2,418
2027	—
Thereafter	—
Total lease payments	$	8,669
Less: imputed interest	1,256
Total lease liabilities	$	7,413

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,
	2022		2021
Weighted average remaining lease term (years)	3.5		2.4
Weighted average discount rate	7.50	%	7.50	%

Lessor accounting


Year ending December 31,
2023	$	34
2024	155
2025	155
2026	155
2027	155
Thereafter	1,240
	$	1,894

Redeemable, Convertible Preferred Stock - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Dividend rate	8.00%
Exercise of warrants (in shares)		158,058
Exercise of warrants		$ 3,150
Issuance of preferred stock (in shares)		3,634,210
Issuance of preferred stock		$ 83,073

Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 37,343	$ 25,461
Carbon capture and transformation
Disaggregation of Revenue [Line Items]
Revenues	21,221	11,564
Licensing
Disaggregation of Revenue [Line Items]
Revenues	2,160	2,025
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	19,061	9,539
Research and development
Disaggregation of Revenue [Line Items]
Revenues	12,122	13,897
Joint development agreements
Disaggregation of Revenue [Line Items]
Revenues	6,021	11,700
Other contract research
Disaggregation of Revenue [Line Items]
Revenues	6,101	2,197
CarbonSmart
Disaggregation of Revenue [Line Items]
Revenues	$ 4,000	$ 0

Revenue from Contract with Customer [Abstract]

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue:
Revenue from collaborative arrangements	$ 2,575,000	$ 3,337,000
Revenue from related party transactions	2,970,000	3,253,000
Revenues	37,343,000	25,461,000
Cost and operating expenses:
Research and development expense	(53,191,000)	(44,229,000)
Depreciation expense	(4,660,000)	(3,806,000)
Selling, general and administrative expense	(26,804,000)	(13,216,000)
Total cost and operating expenses	(112,942,000)	(76,480,000)
Loss from operations	(75,599,000)	(51,019,000)
Other (expense) income:
Interest income (expense), net	8,000	(7,000)
Gain on extinguishment of debt	0	3,065,000
Other (expense) income, net	(2,757,000)	(673,000)
Total other (expense) income, net	(2,749,000)	2,385,000
Loss before income taxes	(78,348,000)	(48,634,000)
Income tax expense	0	0
Gain from equity method investees, net	1,992,000	1,945,000
Net income (loss)	(76,356,000)	(46,689,000)
Unpaid cumulative dividends on preferred stock	(38,672,000)	(36,758,000)
Net loss allocated to common shareholders	(115,028,000)	(83,447,000)
Other comprehensive loss:
Foreign currency translation adjustments	(1,449,000)	95,000
Comprehensive loss	$ (77,805,000)	$ (46,594,000)
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ (54.10)	$ (42.59)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ (54.10)	$ (42.59)
Weighted average shares outstanding of common stock - basic (in shares)	2,126,346,000	1,959,165,000
Weighted-average number of common shares outstanding - diluted (in shares)	2,126,346,000	1,959,165,000
Related Party
Cost and operating expenses:
Cost of revenues from contracts with customers (exclusive of depreciation shown below)	$ (477,000)	$ (808,000)
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Cost and operating expenses:
Cost of revenues from contracts with customers (exclusive of depreciation shown below)	(1,250,000)	(1,254,000)
Service
Revenue:
Revenue from contracts with customers	27,798,000	18,871,000
Cost and operating expenses:
Cost of revenues from contracts with customers (exclusive of depreciation shown below)	(22,912,000)	(13,167,000)
Tangible Products
Revenue:
Revenue from contracts with customers	4,000,000	0
Cost and operating expenses:
Cost of revenues from contracts with customers (exclusive of depreciation shown below)	$ (3,648,000)	$ 0

Label	Element	Value
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value	us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue	$ 0

Summary of Significant Accounting Policies - Segment Information (Details)	12 Months Ended
	Dec. 31, 2022 segment
Accounting Policies [Abstract]
Number of operating segments	1

Revenues

12 Months Ended

Dec. 31, 2022

Revenues

Disaggregated Revenue

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


	Year Ended December 31,
	2022		2021
Contract Types:
Licensing	2,160		2,025
Engineering and other services	19,061		9,539
Carbon capture and utilization revenue	21,221		11,564

Joint development agreements	6,021		11,700
Other contract research	6,101		2,197
Research and development revenue	12,122		13,897

CarbonSmart (tangible product)	4,000		—

Total Revenue	$	37,343	$	25,461

Revenue from partners in collaborative arrangements of $2,575 and $3,337 for the years ended December 31, 2022 and 2021, is included in the table above within joint development agreements. Revenue from related parties is included in licensing for $2,160 and $2,025 with the remaining revenue of $810 and $1,228 in Engineering and other services, for the years ended December 31, 2022 and 2021, respectively.

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2022 and 2021 (in thousands):


	Year Ended December 31,
	2022		2021
North America	$	17,149	$	15,825
Europe, Middle East, Africa (EMEA)	11,500		7,522
Asia	5,752		1,477
Australia	2,942		637
Total Revenue	$	37,343	$	25,461

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, 2021	$	6,186	$	5,480	$	11,291
Additions to unbilled accounts receivable	8,516		—		—
Increases due to cash received	—		20		5,690
Unbilled accounts receivable recognized in trade receivables	(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
Additions to unbilled accounts receivable	30,308		—		—
Increases due to cash received	—		996		37
Unbilled accounts receivable recognized in trade receivables	(24,062)		—		—
Change on revaluation of currency	54		—		(341)
Reclassification from non-current to current contract liabilities	—		2,837		(2,837)
Reclassification to revenue as a result of performance obligations satisfied	—		(4,208)		—
Balance as of December 31, 2022	$	18,000	$	3,101	$	10,760

The increase in contract assets was mostly due to unbilled accounts receivable resulting from revenue recorded under 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 December 31, 2022 and December 31, 2021 the Company had $11,695 and $2,878, respectively, of billed accounts receivable, net of allowance.

The contract liability balance comprises 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
	December 31, 2022		December 31, 2021
Current	$	3,101	$	3,476
Non-current	10,760		13,901
Total	$	13,861	$	17,377

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
-SubTopic 10
-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
-Topic 606
-SubTopic 10
-Section 50
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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
-Paragraph 12
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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
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-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
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-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
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-Section 50
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-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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022