0001628280-23-018273 | 10-Q | XBRL Viewer

Forward Purchase Agreement (FPA) (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

The following table presents the reconciliation of the fair value of the prepaid forward contract as of March 31, 2023 (in thousands):


	March 31, 2023
Prepayment Amount	$	60,096
Less: Value of derivative and Variable Maturity Consideration	(44,142)
Fair value of prepaid forward contract	$	15,954

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=125515794&loc=SL5580258-113959

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959

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-URI https://asc.fasb.org/extlink&oid=125515794&loc=d3e41638-113959

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=125515794&loc=d3e41678-113959

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=125515794&loc=d3e41641-113959

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=125515794&loc=SL5579240-113959

+ Details

Share-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2022
Shares under option (thousands)
Beginning balance (in shares)	14,661,000
Granted (in shares)			259,000
Exercised (in shares)	(472,000)
Cancelled/forfeited (in shares)	(93,000)
Ending balance (in shares)	14,355,000
Vested and expected to vest (in shares)	14,355,000			14,661,000
Exercisable (in shares)	11,303,000			11,203,000
Weighted average exercise price
Beginning balance (usd per share)	$ 1.48
Granted (usd per share)			$ 9.97
Exercised (usd per share)	1.59
Cancelled/forfeited (usd per share)	1,180
Ending balance (usd per share)	1.63
Vested and expecting to vest (usd per share)	1.63			$ 1.48
Exercisable (usd per share)	$ 1.44			$ 1.44
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted average remaining contractual term	5 years 9 months 21 days	5 years 9 months 18 days
Vested and expecting, Weighted average remaining contractual term	5 years 9 months 21 days	5 years 9 months 18 days
Exercisable, Weighted average remaining contractual term	5 years 3 months	5 years 1 month 24 days
Granted, Weighted average remaining contractual term	0 years
Exercised, Weighted average remaining contractual term	0 years
Canceled and forfeited, Weighted average remaining contractual term	0 years
Outstanding, Aggregate intrinsic value	$ 33,903			$ 58,565
Vested and expecting to vest, Aggregate intrinsic value	33,903			58,565
Exercisable, Aggregate intrinsic value	27,650			$ 45,204
Granted, Aggregate intrinsic value			$ 34
Exercised, Aggregate intrinsic value	1,827
Cancelled/forfeited, Aggregate intrinsic value	$ 673

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Previously Reported	Revision of Prior Period, Adjustment	Common Stock Outstanding	Common Stock Outstanding Previously Reported	Common Stock Outstanding Revision of Prior Period, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Revision of Prior Period, Adjustment	Accumulated Deficit	Accumulated Deficit Previously Reported	Accumulated Deficit Revision of Prior Period, Adjustment	Accumulated Other Comprehensive Income	Accumulated Other Comprehensive Income Previously Reported	Accumulated Other Comprehensive Income Revision of Prior Period, Adjustment
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021	129,148,393	29,521,810	99,626,583
Beginning balance, temporary equity at Dec. 31, 2021	$ 480,631	$ 480,631	$ 0
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2022	129,148,393
Ending balance, temporary equity at Mar. 31, 2022	$ 480,631
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021				9,217,160	2,106,934	7,110,226
Balance at the beginning at Dec. 31, 2021	(354,917)	$ (354,917)	$ 0	$ 1	$ 0	$ 1	$ 21,710	$ 21,711	$ (1)	$ (379,889)	$ (379,889)	$ 0	$ 3,261	$ 3,261	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	738						738
Net loss	(16,778)									(16,778)
Issuance of common stock upon exercise of options (in shares)				5,031
Issuance of common stock upon exercise of options	7						7
Foreign currency translation	(28)												(28)
Ending balance, Common stock, shares outstanding (in shares) at Mar. 31, 2022				9,222,191
Balance at the end at Mar. 31, 2022	$ (370,978)			$ 1			22,455			(396,667)			3,233
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2022	129,148,393	29,521,810	99,626,583
Beginning balance, temporary equity at Dec. 31, 2022	$ 480,631	$ 480,631	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Exercise of warrants	5,890
In-kind payment of preferred dividend	$ 241,529
Conversion of preferred stock into common stock (in shares)	(129,742,702)
Conversion of preferred stock into common stock	$ (728,050)
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2023	0
Ending balance, temporary equity at Mar. 31, 2023	$ 0
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2022	10,422,051			10,422,051	2,382,358	8,039,693
Balance at the beginning at Dec. 31, 2022	$ (428,722)	$ (428,722)	$ 0	$ 1	$ 0	$ 1	24,782	$ 24,783	$ (1)	(456,245)	$ (456,245)	$ 0	2,740	$ 2,740	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	3,505						3,505
RSA vesting (in shares)				2,535,825
Repurchase of equity instruments (in shares)				(771,141)
Repurchase of equity instruments	(7,650)						(7,650)
Net loss	$ (63,312)									(63,312)
Issuance of common stock upon exercise of options (in shares)	472,000			470,843
Issuance of common stock upon exercise of options	$ 746						746
In-kind payment of preferred dividend	(241,529)									(241,529)
Conversion of preferred stock into common stock (in shares)				153,895,644
Conversion of preferred stock into common stock	728,050			$ 15			728,035
Recapitalization, net of transaction expenses (Note 3) (in shares)				28,898,374
Recapitalization, net of transaction expenses (Note 3)	236,973			$ 3			236,970
Reclassification of warrants to equity	1,800						1,800
Foreign currency translation	$ (49)												(49)
Ending balance, Common stock, shares outstanding (in shares) at Mar. 31, 2023	195,451,596			195,451,596
Balance at the end at Mar. 31, 2023	$ 229,812			$ 19			$ 988,188			$ (761,086)			$ 2,691

Reverse Recapitalization - Cash Flow Reconciliation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Business Combination and Asset Acquisition [Abstract]
Cash - AMCI trust account	$ 64,090
Public Warrants and Private Placement Warrants recorded on the Closing Date	(4,624)
Cash - PIPE financing	155,000
Conversion of the AM SAFE	29,730
Transaction costs allocated to equity	(7,223)
Proceeds From Reverse Recapitalization Transaction	236,973
Less: Transaction costs allocated to equity and paid in the three months ended March 31, 2023	(5,709)
Less: par value of shares held by PIPE investors and public stockholders	(3)
Effect of the Business Combination and PIPE financing	213,381
Total additional paid-in capital from recapitalization	$ 236,970

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated events occurring subsequent to March 31, 2023 through May 15, 2023, the date the condensed consolidated financial statements were issued. The Company has identified: On May 1, 2023 the Company committed to purchase Subordinated Secured Notes as part of the LanzaJet Note Purchase Agreement. Refer to Note 13 - Related Party Transactions, for more information. On May 13, 2023, the Company amended the Shortfall Warrant agreement, which resulted in the reclassification of the Shortfall Warrants to equity on that date as the amended agreement met the requirements for equity classification in ASC 815-40. This reclassification will be reflected in the period ended June 30, 2023.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in Legacy LanzaTech's Annual Report for the year ended December 31, 2022 included in the Company’s second amended S-1 registration statement filed with the SEC on May 5, 2023. The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances: •Legacy LanzaTech stockholders have the largest portion of voting rights (85.3% at the closing of the Business Combination) in the Company; •Legacy LanzaTech’s existing senior management team comprise senior management of the Company; •The operations of the Company primarily represent operations of Legacy LanzaTech; and •In comparison with AMCI, Legacy LanzaTech has significantly more revenue and total assets. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy LanzaTech with the acquisition being treated as the equivalent of Legacy LanzaTech issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI were stated at historical cost, with no goodwill or other intangible assets recorded. Legacy LanzaTech was deemed to be the predecessor, and the consolidated assets and liabilities and results of operations prior to February 8, 2023 are those of Legacy LanzaTech. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio.
Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in Legacy LanzaTech's Annual Report for the year ended December 31, 2022 included in the Company’s second amended S-1 registration statement filed with the SEC on May 5, 2023. The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances: •Legacy LanzaTech stockholders have the largest portion of voting rights (85.3% at the closing of the Business Combination) in the Company; •Legacy LanzaTech’s existing senior management team comprise senior management of the Company; •The operations of the Company primarily represent operations of Legacy LanzaTech; and •In comparison with AMCI, Legacy LanzaTech has significantly more revenue and total assets. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy LanzaTech with the acquisition being treated as the equivalent of Legacy LanzaTech issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI were stated at historical cost, with no goodwill or other intangible assets recorded. Legacy LanzaTech was deemed to be the predecessor, and the consolidated assets and liabilities and results of operations prior to February 8, 2023 are those of Legacy LanzaTech. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio.
Variable Interest Entity	Variable Interest Entity (“VIE”) The Company makes judgments in determining whether an entity is a 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. The Company’s variable interest arises from contractual, ownership or other monetary interests in the entity, which changes 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. The Company consolidates a VIE when the Company is deemed to be the primary beneficiary. The Company assesses whether or not the Company is the primary beneficiary of a VIE on an ongoing basis. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts 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 6 - 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 condensed 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees, revenue recognized over time, AM SAFE, Brookfield SAFE, AM SAFE warrants, the Forward Purchase Agreement and the Private Placement Warrants. The Company uses the percentage of completion for both input and output methods to recognize revenue over time for certain contracts with customers. 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. 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 the 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 5 - 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 translated 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 shareholders’ equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into the Company’s reporting currency are recognized 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 condensed 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 March 31, 2023 and December 31, 2022, the Company had $145,118 and $83,045 of cash and cash equivalents, respectively. Restricted Cash 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.
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.
Debt Investments	Debt Investments Investments in debt securities are classified as trading, held-to-maturity or available-for-sale. Trading securities represent investments that are bought and sold principally for the purpose of selling in the near term. Held-to-maturity securities represent investments that the Company has both the ability and intent to hold to maturity. Available-for-sale securities represent investments in debt securities that are not classified as either trading or held-to-maturity. Held-to-maturity securities are comprised of U.S. Treasury securities that the Company has both the ability and intent to hold to maturity. Held-to-maturity securities are carried at amortized cost, which is original cost net of periodic principal repayments and amortization of premiums and accretion of discounts. Accrued interest receivable is recorded separately in other current assets on the condensed consolidated balance sheets. Amortization of premiums and accretion of discounts are computed using the contractual level-yield method (contractual interest method), adjusted for actual prepayments. The contractual interest method recognizes the income effects of premiums and discounts over the contractual life of the securities based on the actual behavior of the underlying assets, including adjustments for actual prepayment activities, and reflects the contractual terms of the securities without regard to changes in estimated prepayments based on assumptions about future borrower behavior. Held-to-maturity securities are evaluated individually on a quarterly basis for expected credit losses. If applicable, an allowance for credit losses is recorded with a corresponding credit loss expense (or reversal of credit loss expense). The allowance for credit losses excludes uncollectible accrued interest receivable, which is measured separately.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and adjusted to the current fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statement of operations and comprehensive loss
Forward Purchase Agreement	Forward Purchase Agreement On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM. On the same date, ACM partially assigned its rights under the FPA to Vellar. ACM and Vellar are together referred to as the “Purchasers”. Pursuant to the Forward Purchase Agreement, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for $10.16 per share (“Redemption Price”), and such purchase price of $60,096 was funded by the use of AMCI trust account proceeds as a prepayment (“Prepayment Amount”) for the Forward Purchase Agreement redemption 3 years from the date of the Business Combination (“Maturity Date”). The Maturity Date may be accelerated, at the Purchasers discretion, if the Company share price trades below $3.00 per share for any 50 trading days during a 60 day consecutive trading-day period or the Company is delisted. On any date following the Business Combination, the Purchasers also have the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”). For those shares early terminated (the “Terminated Shares”), the Purchasers will owe the Company an amount equal to the Terminated Shares times the Redemption Price, which may be reduced in the case of certain dilutive events (“Reset Price”). At the Maturity Date, the Company is obligated to pay the Purchasers 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 Maturity Consideration, on the Maturity Date, the Company shall pay to the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5,079 (the “Share Consideration”). If the Purchasers were to utilize their Optional Early Termination to terminate the FPA early, neither the Maturity Consideration nor the Share Consideration would be due to the Purchasers. The Purchasers’ Optional Early Termination economically results in the prepaid forward contract being akin to a written put option with the Purchaser’s right to sell all or a portion of the 5,916,514 common shares to the Company. The Company is entitled over the 36-month maturity period to either a return of the prepayment or the underlying shares, which the Purchasers will determine at their sole discretion. Based on the terms described here, the FPA consists of three freestanding financial instruments representing the prepaid forward contract, the minimum portion of the Maturity Consideration (the “Minimum Maturity Consideration”), and the Share Consideration. The prepaid forward contract is a derivative instrument. The Company has recorded the prepaid forward contract as a derivative asset and measured it at fair value with the difference between the initial value of the derivative, including Maturity Consideration in excess of the Minimum Maturity Consideration (the “Variable Maturity Consideration”), and the Prepayment Amount recorded in the condensed consolidated statement of operations and comprehensive loss. Subsequent changes in fair value of the derivative asset are also recorded in the condensed consolidated statement of operations and comprehensive loss. The Minimum Maturity Consideration, representing 7,500,000 less 5,916,513 multiplied by $2.00 or $3,167, and the Share Consideration are considered to be free-standing debt instruments. The Company has elected to measure these using the Fair Value Option (“FVO”) under ASC 825, Financial Instruments (“ASC 825”). As both the Minimum Maturity Consideration and the Share Consideration will be paid on the same terms and at the same time, these are accounted for together and referred to as the “Fixed Maturity Consideration”. The Variable Maturity Consideration is captured as part of the prepaid forward contract derivative asset, as noted above. The Fixed Maturity Consideration is recorded as long-term liability on the condensed consolidated balance sheets. The initial value of the Fixed Maturity Consideration is recorded through the condensed consolidated statement of operations and comprehensive loss. Subsequent changes in fair value of the Fixed Maturity Consideration are also recorded in the condensed 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 Biorefining (formerly known as carbon capture and transformation) which includes feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts. The other two revenue streams are: (1) joint development and contract research activities to develop novel biocatalysts and related technologies, and (2) supply of chemical building blocks for sustainable products produced using the Company’s proprietary technologies (referred to as CarbonSmart). 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. Biorefining 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. Joint Development and Contract Research 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 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. CarbonSmart The Company supplies chemical building blocks from customers who have deployed our proprietary technologies in their carbon capture and transformation plants and sells them as CarbonSmart products. 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 products are classified as Revenue from contract with customers - tangible products in the condensed consolidated statements of operations and comprehensive loss. 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 condensed consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.
Fair Value of Financial Instruments	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 condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers outside of the United States for the three months ended March 31, 2023 and 2022 was approximately 62% in each of the periods presented. As of March 31, 2023 and December 31, 2022, approximately 41% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers located outside the United States.
Recent Accounting Pronouncements	Recently Adopted and Issued Accounting Pronouncements There are no recently adopted or issued accounting pronouncements that are expected to have a material impact on the Company.

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock options activity

Stock option awards outstanding as of March 31, 2023 and changes during the period ended March 31, 2023 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, 2023	14,661	$	1.48	5.80	$	58,565
Vested and expecting to vest at January 1, 2023	14,661	1.48		5.80	58,565
Exercisable at January 1, 2023	11,203	$	1.44	5.15	$	45,204
Granted	259	9.97		—	34
Exercised	(472)	1.59		—	1,827
Cancelled/forfeited	(93)	1.18		—	673
Outstanding at March 31, 2023	14,355	$	1.63	5.81	$	33,903
Vested and expecting to vest at March 31, 2023	14,355	1.63		5.81	33,903
Exercisable at March 31, 2023	11,303	$	1.44	5.25	$	27,650

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Foreign earnings repatriated	$ 0	$ 0
Deferred income taxes recognized	0	0
Income tax expense	$ 0	$ 0
Effective tax rate	0.00%	0.00%

- Definition

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

+ References + Details

Commitment and Contingencies (Details) - Headquarters In Skokie, Illinois $ in Thousands	Mar. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Lease payments, 2024	$ 3,287
Lease payments, 2025	3,287
Lease payments, 2026	$ 3,287

Summary of Significant Accounting Policies - Basis of Presentation and Going Concern (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Feb. 08, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Voting rights stock held			85.30%
Cash and cash equivalents	$ 145,118			$ 83,045
Debt security investments	49,103			0
Accumulated deficit	(761,086)			$ (456,245)
Net cash used in operating activities	(33,810)	$ (18,118)
Net income (loss)	(63,312)	$ (16,778)
Proceeds from divestiture of businesses, net	$ 153,285

- Definition

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

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+ Details

Description of the Business (Details) $ in Thousands	Mar. 31, 2023 USD ($) plant	Dec. 31, 2022 USD ($)	Mar. 31, 2022 plant
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Commercial plants operated \| plant	3		2
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other accrued liabilities	$ (4,143)	$ (4,502)
Warrants	$ 9,919	4,108
Reclassification Of Warrants On Preferred Shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other accrued liabilities		2,119
Warrants		$ 2,119

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of calculation of basic and biluted net loss per share

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


	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss for basic and diluted earnings per common share	$	(63,312)	$	(16,778)
Unpaid cumulative dividends on preferred stock	(4,117)		(9,523)
Net loss allocated to common shareholders	$	(67,429)	$	(26,301)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	116,530,963		9,219,499
Net loss per common share, basic and diluted(1)	$	(0.58)	$	(2.85)

__________________

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

Schedule of antidilutive securities excluded from computation

As of March 31, 2023 and 2022, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	Three Months Ended March 31,
	2023	2022
Redeemable convertible preferred stock (if converted)	—	129,148,393
Options	14,355,066	16,790,437
RSAs	—	2,535,825
Brookfield SAFE	5,000,000	—
Warrants	16,657,686	985,278
Total	36,012,752	149,459,933

Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss for basic and diluted earnings per common share	$ (63,312)	$ (16,778)
Unpaid cumulative dividends on preferred stock	(4,117)	(9,523)
Net loss allocated to common shareholders	$ (67,429)	$ (26,301)
Denominator:
Weighted-average shares used in calculating net loss per share, basic (in shares)	116,530,963	9,219,499
Weighted-average shares used in calculating net loss per share, diluted (in shares)	116,530,963	9,219,499
Net loss per common share, basic (in dollars per share)	$ (0.58)	$ (2.85)
Net loss per common share, diluted (in dollars per share)	$ (0.58)	$ (2.85)

- Definition

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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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

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

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- Definition

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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+ Details

Fair Value (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

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

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of March 31, 2023 and December 31, 2022 (in thousands):


	Fair Value Measurement as of
	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	31,397	$	—	$	—	$	31,397
Prepaid forward contract	—		—		15,954		15,954
Total assets	$	31,397	$	—	$	15,954	$	47,351

Liabilities:
Fixed Maturity Consideration	$	—	$	—	$	6,967	$	6,967
Shortfall Warrants	—		—		5,104		5,104
Brookfield SAFE liability	—		—		19,400		19,400
Private placement warrants	—		—		2,626		2,626
Public warrants	2,189		—		—		2,189
Total liabilities	$	2,189	$	—	$	34,097	$	36,286


	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

Summary of quantitative information regarding Level 3 fair value measurement inputs

The following table represents the weighted average inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of March 31, 2023:


	March 31, 2023
Stock price	$	3.88
Term (in years)	2.86
Expected volatility	55.0		%
Risk-free interest rate	3.81		%
Expected dividend yield	—		%

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


	December 31, 2022
Stock price	$	5.21
Weighted average exercise price	$	3.96
Term (in years)	1.1
Expected volatility	73.4		%
Risk-free interest rate	4.47		%
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	%

At conversion to equity classification on February 8, 2023, the AM SAFE warrant was valued using a Black-Scholes option pricing model as the warrant became exercisable for a fixed number of shares at a fixed price as described in Note 8 - Warrants. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding at conversion to equity on February 8, 2023:


	February 8, 2023
Stock price	$	9.91
Term (in years)	5.00
Expected volatility	70.0		%
Risk-free interest rate	3.82		%
Expected dividend yield	—		%

Significant inputs for Level 3 AM 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 measurement at March 31, 2023 are as follows:


	March 31, 2023
Initial purchase amount	$	50,000
Liquidity price	10.00
Stock price	3.88

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of March 31, 2023 and at the time of the Business Combination:


	March 31, 2023			February 8, 2023
Stock price	$	3.88		$	9.91
Exercise price	$	11.50		$	11.50
Term (in years)	4.86			5.00
Expected volatility	45.0		%	2.0		%
Risk-free interest rate	3.60		%	3.82		%
Expected dividend yield	—		%	—		%

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

The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands):


	Prepaid forward contract		Fixed Maturity Consideration		Shortfall Warrants		Warrants on Preferred Shares		AM SAFE liability		AM SAFE warrant		Brookfield SAFE		Private placement warrants
Balance as of January 1, 2023	$	—	$	—	$	—	$	(2,119)	$	(28,986)	$	(1,989)	$	(50,000)	$	—
Recognized as a result of the Business Combination	—		—		—		—		—		—		—		(2,148)
Initial Prepayment Amount	60,096		—		—										—
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(44,142)		(6,967)		(5,104)		(3,770)		(744)		189		30,600		(477)
Conversion of warrants to preferred shares	—		—		—		5,889		—		—		—		—
Conversion of SAFE liability	—		—		—		—		29,730		—		—		—
Conversion of AM SAFE warrant to equity classification	—		—		—		—		—		1,800		—		—

Balance as of March 31, 2023	$	15,954	$	(6,967)	$	(5,104)	$	—	$	—	$	—	$	(19,400)	$	(2,625)


	Warrants on Preferred Shares		AM SAFE liability		AM SAFE warrant


Balance as of January 1, 2022	$	(1,145)	$	(28,271)	$	(1,729)
Gain (loss) recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	41		148		(129)
Balance as of March 31, 2022	$	(1,104)	$	(28,123)	$	(1,858)

Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands	Feb. 08, 2023 USD ($) $ / shares shares	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Schedule Of Reverse Recapitalization [Line Items]
Common shares, shares authorized (in shares)	196,222,737	400,000,000	158,918,093
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Warrants outstanding (in shares)	12,574,200
Recapitalization exchange ratio	4.3747
Shares issued in transaction (in shares)	196,222,737
Recapitalization costs \| $	$ 7,223
Priced At $10.00 Per Share
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	15,500,000
Stock repurchased (usd per share) \| $ / shares	$ 10.00
AMCI
Schedule Of Reverse Recapitalization [Line Items]
Stock repurchased (in shares)	8,351,626
Stock repurchased (usd per share) \| $ / shares	$ 10.16
Public Stockholders
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	10,398,374
PIPE Shares
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	18,500,000
AM SAFE Liability
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	3,000,000

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 145,118	$ 83,045
Restricted cash (presented within Other current assets)	668	665
Cash, cash equivalents and restricted cash	$ 145,786	$ 83,710	$ 108,627	$ 128,732

Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

As of March 31, 2023 and December 31, 2022, the Company has an equity ownership in LanzaJet and SGLT (see Note 6 - Investments for further details). The table below summarizes amounts related to transactions with these related parties (in thousands):


	Three months ended
	March 31, 2023		March 31, 2022
Revenues	$	973	$	654

	As of
	March 31, 2023		December 31, 2022
Accounts receivable	$	626	$	1,821
Purchases and open accounts payable	3,048		3,195

LanzaJet

The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 6 - 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 three months ended March 31, 2023 and March 31, 2022, the Company recognized revenue from related parties of approximately $45 and $67, 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 6 - Investments. In connection with this agreement, the Company recognized $338 in revenue for the three months ended March 31, 2023, and $23 for the three months ended March 31, 2022.

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 which occurred 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.

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 the payment of 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 three months ended March 31, 2023 and March 31, 2022, the Company recognized revenue from related parties of approximately $0 and $18, respectively. The Company also provided engineering services and incurred costs of $249 and $126 for the three months ended March 31, 2023 and March 31, 2022, 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 three months ended March 31, 2023, and March 31, 2022, the Company did not recognize any sublicensing revenue as no royalties were received by SGLT.

Forward Purchase Agreement (FPA) - Fair Value of FPA (Details) - Forward Contracts $ in Thousands	Mar. 31, 2023 USD ($)
Derivative [Line Items]
Prepayment Amount	$ 60,096
Less: Value of derivative and Variable Maturity Consideration	(44,142)
Fair value of prepaid forward contract	$ 15,954

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 145,118	$ 83,045
Debt security investments	49,103	0
Trade and other receivables, net of allowance	9,277	11,695
Contract assets	18,460	18,000
Other current assets	18,689	11,157
Total current assets	240,647	123,897
Property, plant and equipment, net	19,794	19,689
Right of use assets	6,437	6,969
Equity method investment	9,835	10,561
Equity Security Investment	14,990	14,990
Other non-current assets	300	750
Prepaid forward contract derivative	15,954	0
Total assets	307,957	176,856
Current liabilities:
Accounts payable	11,522	7,455
Other accrued liabilities	4,143	4,502
SAFE liability	0	28,986
Warrants	9,919	4,108
Contract liabilities	3,042	3,101
Accrued salaries and wages	4,644	7,031
Current lease liabilities	807	798
Total current liabilities	34,077	55,981
Non-current lease liabilities	5,939	6,615
Non-current contract liabilities	10,171	10,760
Fixed Maturity Consideration	6,967	0
Brookfield SAFE liability	19,400	50,000
Other long-term liabilities	1,591	1,591
Total liabilities	78,145	124,947
Commitments and Contingencies
Redeemable convertible preferred stock, $0.0001 par value; 20,000,000 and 130,133,670 shares authorized, — and 129,148,393 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	0	480,631
Shareholders’ Deficit
Common stock, $0.0001 par value; 400,000,000 and 158,918,093 shares authorized, 195,451,596 and 10,422,051 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	19	1
Additional paid-in capital	988,188	24,782
Accumulated other comprehensive income	2,691	2,740
Accumulated deficit	(761,086)	(456,245)
Total shareholders’ deficit	229,812	(428,722)
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit	$ 307,957	$ 176,856

Investments (Tables)

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investments


	As of
	March 31, 2023		December 31, 2022
Equity Method Investment in LanzaJet	$	9,835	$	10,561
Equity Security Investment in SGLT	$	14,990	14,990
Total Investment	$	24,825	$	25,551

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (63,312)	$ (16,778)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	3,505	738
Gain on change in fair value of SAFE and warrant liabilities	(20,979)	(60)
Loss on change in fair value of the prepaid forward contract and the Fixed Maturity Consideration	51,109	0
Provision for losses on trade and other receivables	800	0
Depreciation of property, plant and equipment	1,257	1,059
Non-cash lease expense	532	438
Non-cash recognition of licensing revenue	(553)	(540)
Gain from equity method investees, net	608	282
Net foreign exchange loss	(171)	65
Changes in operating assets and liabilities:
Accounts receivable, net	1,618	808
Contract assets	(408)	(4,792)
Other assets	(8,593)	(1,807)
Accounts payable and accrued salaries and wages	1,692	1,113
Contract liabilities	(60)	299
Operating lease liabilities	(667)	(491)
Other liabilities	(188)	1,548
Net cash used in operating activities	(33,810)	(18,118)
Cash Flows From Investing Activities:
Purchase of property, plant and equipment	(1,367)	(1,891)
Purchase of debt securities	(49,103)	0
Forward purchase option derivative purchase	(60,096)	0
Net cash used in investing activities	(110,566)	(1,891)
Cash Flows From Financing Activities:
Proceeds from issue of equity instruments of the Company	746	7
Proceeds from the Business Combination and PIPE, net of transaction expenses (Note 3)	213,381	0
Repurchase of equity instruments of the Company	(7,650)	0
Net cash provided by financing activities	206,477	7
Net increase (decrease) in cash, cash equivalents and restricted cash	62,101	(20,002)
Cash, cash equivalents and restricted cash at beginning of period	83,710	128,732
Effects of currency translation on cash, cash equivalents and restricted cash	(25)	(103)
Cash, cash equivalents and restricted cash at end of period	145,786	108,627
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable	234	60
Reclassification of capitalized costs related to the business combination to equity	1,514	0
Cashless conversion of warrants on preferred shares	5,890	0
Recognition of public and private warrant liabilities in the Business Combination	4,624	0
Reclassification of AM SAFE warrant to equity	1,800	0
Conversion of AM SAFE liability into common stock	29,730	0
Conversion of Legacy LanzaTech NZ, Inc. preferred stock and in-kind dividend into common stock	$ 722,160	$ 0

Fair Value - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Feb. 08, 2023	Dec. 31, 2022	Nov. 09, 2022
Fair Value Disclosures [Abstract]
Brookfield SAFE liability, fair value				$ 50,000
Brookfield SAFE liability	$ 19,400			$ 50,000
Sale of private placement warrants (in shares)			985,278		316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 9.91		$ 0.0575
Warrants
Change in fair value of derivative warrant liabilities	(20,979)	$ (60)
Other Expense \| Public warrants
Warrants
Change in fair value of derivative warrant liabilities	286
Other Expense \| Private placement warrants
Warrants
Change in fair value of derivative warrant liabilities	$ 477

Net Loss Per Share

3 Months Ended

Mar. 31, 2023

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. Earnings per share calculation for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the Merger Agreement of 4.3747.

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):


	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss for basic and diluted earnings per common share	$	(63,312)	$	(16,778)
Unpaid cumulative dividends on preferred stock	(4,117)		(9,523)
Net loss allocated to common shareholders	$	(67,429)	$	(26,301)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	116,530,963		9,219,499
Net loss per common share, basic and diluted(1)	$	(0.58)	$	(2.85)

__________________

As of March 31, 2023 and 2022, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	Three Months Ended March 31,
	2023	2022
Redeemable convertible preferred stock (if converted)	—	129,148,393
Options	14,355,066	16,790,437
RSAs	—	2,535,825
Brookfield SAFE	5,000,000	—
Warrants	16,657,686	985,278
Total	36,012,752	149,459,933

The preferred shares automatically converted into common shares upon the Business Combination at a 1:1 ratio. On February 8, 2023, upon conversion of the preferred shares, the cumulative accrued, declared and unpaid dividends on the preferred shares became payable. The total amount of cumulative accrued, undeclared and unpaid dividends was approximately $241,529 on the Closing Date. As stipulated by the Merger Agreement, this amount was divided by 10 and resulted in the issuance of an additional 24,152,942 common shares. Prior to the Business Combination, the additional 129,148,393 of potential shares of common stock resulting from any such conversion are not included in the computation of diluted net loss per share because doing so would be anti-dilutive.

In connection with the AM SAFE and Brookfield SAFE, see Note 10 - Fair Value, the Company could issue additional potential shares of common stock. Shares related to the AM SAFE were issued on the Closing Date. Shares related to the Brookfield SAFE and AM SAFE warrant have not been issued as of March 31, 2023. The terms of the AM SAFE warrant became exercisable for a fixed number of shares as of the Closing Date, see Note 8 – Warrants. As a result, these potential shares are included in the warrants line item in the potential share table above as of March 31, 2023. The per share issuance price for the Brookfield SAFE upon closing of the Business

Combination is the liquidity price as defined in the Brookfield SAFE agreement. As a result of the Business Combination, the Brookfield SAFE became convertible into a maximum number of shares, which is included in the table above for the three months ended March 31, 2023. None of these potential shares of common stock are included in the computation of diluted net loss per share until actually issued because doing so would be anti-dilutive.

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transactions [Abstract]
Revenues	$ 973	$ 654
Equity Method Investee \| Transactions with Equity Method Investees
Related Party Transaction [Line Items]
Accounts receivable	626		$ 1,821
Purchases and open accounts payable	$ 3,048		$ 3,195

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Forward Purchase Agreement - Narrative (Details) - USD ($) $ in Thousands	Feb. 03, 2023	Mar. 31, 2023	Dec. 31, 2022
Derivative [Line Items]
Fixed Maturity Consideration		$ 6,967	$ 0
Forward Contracts
Derivative [Line Items]
Derivative transaction costs	$ 451

AM SAFE (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 08, 2023	Mar. 31, 2023	Dec. 31, 2022
Derivative [Line Items]
Shares issued in transaction (in shares)	196,222,737
SAFE liability		$ 0	$ 28,986
AM SAFE Liability
Derivative [Line Items]
Shares issued in transaction (in shares)	3,000,000
SAFE liability	$ 29,730		$ 28,986
Stock repurchased (usd per share)	$ 9.91

Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 1,851	$ 1,051

Fair Value - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Liabilities:
Brookfield SAFE liability		$ 50,000
Warrants	$ 9,919	4,108
AM SAFE liability	0	28,986
Fair Value, Recurring
Assets:
Cash equivalents	31,397	523
Prepaid forward contract	15,954
Total assets	47,351
Liabilities:
Fixed Maturity Consideration	6,967
Brookfield SAFE liability	19,400	50,000
Warrants		2,119
AM SAFE liability		28,986
Total Liabilities	36,286	83,094
Fair Value, Recurring \| Shortfall Warrants
Liabilities:
Warrants	5,104
Fair Value, Recurring \| AM SAFE warrant
Liabilities:
Warrants		1,989
Fair Value, Recurring \| Private placement warrants
Liabilities:
Warrants	2,626
Fair Value, Recurring \| Public warrants
Liabilities:
Warrants	2,189
Fair Value, Recurring \| Level 1
Assets:
Cash equivalents	31,397	523
Prepaid forward contract	0
Total assets	31,397
Liabilities:
Fixed Maturity Consideration	0
Brookfield SAFE liability	0	0
Warrants		0
AM SAFE liability		0
Total Liabilities	2,189	0
Fair Value, Recurring \| Level 1 \| Shortfall Warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 1 \| AM SAFE warrant
Liabilities:
Warrants		0
Fair Value, Recurring \| Level 1 \| Private placement warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 1 \| Public warrants
Liabilities:
Warrants	2,189
Fair Value, Recurring \| Level 2
Assets:
Cash equivalents	0	0
Prepaid forward contract	0
Total assets	0
Liabilities:
Fixed Maturity Consideration	0
Brookfield SAFE liability	0	0
Warrants		0
AM SAFE liability		0
Total Liabilities	0	0
Fair Value, Recurring \| Level 2 \| Shortfall Warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 2 \| AM SAFE warrant
Liabilities:
Warrants		0
Fair Value, Recurring \| Level 2 \| Private placement warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 2 \| Public warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 3
Assets:
Cash equivalents	0	0
Prepaid forward contract	15,954
Total assets	15,954
Liabilities:
Fixed Maturity Consideration	6,967
Brookfield SAFE liability	19,400	50,000
Warrants		2,119
AM SAFE liability		28,986
Total Liabilities	34,097	83,094
Fair Value, Recurring \| Level 3 \| Shortfall Warrants
Liabilities:
Warrants	5,104
Fair Value, Recurring \| Level 3 \| AM SAFE warrant
Liabilities:
Warrants		$ 1,989
Fair Value, Recurring \| Level 3 \| Private placement warrants
Liabilities:
Warrants	2,626
Fair Value, Recurring \| Level 3 \| Public warrants
Liabilities:
Warrants	$ 0

Cover Page	3 Months Ended
Cover Page	Mar. 31, 2023 shares
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-40282
Entity Registrant Name	LanzaTech Global, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	92-2018969
Entity Address, Address Line One	8045 Lamon Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Skokie
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60077
City Area Code	847
Local Phone Number	324-2400
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	195,451,596
Entity Central Index Key	0001843724
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Common stock
Document Information [Line Items]
Title of 12(b) Security	Common stock
Trading Symbol	LNZA
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	LNZAW
Security Exchange Name	NASDAQ

Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 9,646	$ 7,857
Carbon capture and transformation
Disaggregation of Revenue [Line Items]
Revenues	6,354	4,848
Licensing
Disaggregation of Revenue [Line Items]
Revenues	553	540
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	5,801	4,308
Research and development
Disaggregation of Revenue [Line Items]
Revenues	3,292	2,269
Joint development agreements
Disaggregation of Revenue [Line Items]
Revenues	2,036	1,027
Other contract research
Disaggregation of Revenue [Line Items]
Revenues	1,256	1,242
CarbonSmart
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ 740

- Definition

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).

+ References

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+ Details

Fair Value

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of March 31, 2023 and December 31, 2022 (in thousands):


	Fair Value Measurement as of
	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	31,397	$	—	$	—	$	31,397
Prepaid forward contract	—		—		15,954		15,954
Total assets	$	31,397	$	—	$	15,954	$	47,351

Liabilities:
Fixed Maturity Consideration	$	—	$	—	$	6,967	$	6,967
Shortfall Warrants	—		—		5,104		5,104
Brookfield SAFE liability	—		—		19,400		19,400
Private placement warrants	—		—		2,626		2,626
Public warrants	2,189		—		—		2,189
Total liabilities	$	2,189	$	—	$	34,097	$	36,286


	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

Forward Purchase Agreement

The fair value upon issuance of the FPA (both the prepaid forward contract and Fixed Maturity Consideration) and the change in fair value from issuance to March 31, 2023 is included in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral framework. Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated path, the forward purchase value is calculated based on the contractual terms and then discounted back to present. Finally, the value of the forward is calculated as the average present value over all simulated paths. The Fixed Maturity Consideration was also valued as part of this

model as the timing of the payment of the Fixed Maturity Consideration may be accelerated if the Maturity Date is accelerated.

The following table represents the weighted average inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of March 31, 2023:


	March 31, 2023
Stock price	$	3.88
Term (in years)	2.86
Expected volatility	55.0		%
Risk-free interest rate	3.81		%
Expected dividend yield	—		%

Warrants on preferred shares

The fair value of the warrants on preferred shares was estimated using a Black-Scholes option pricing model. Since the warrants were exercised on February 8, 2023 (see Note 8 - Warrants, for a description of the valuation on that date), 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:


	December 31, 2022
Stock price	$	5.21
Weighted average exercise price	$	3.96
Term (in years)	1.1
Expected volatility	73.4		%
Risk-free interest rate	4.47		%
Expected dividend yield	—		%

Shortfall Warrants

The fair value of the Shortfall Warrants was estimated using a Black-Scholes option pricing model. The following table represents the weighted average inputs used in calculating the fair value of the Shortfall Warrants outstanding as of March 31, 2023:


	March 31, 2023
Stock price	$	3.88
Weighted average exercise price	$	10.00
Term (in years)	5.0
Expected volatility	68.0		%
Risk-free interest rate	3.59		%
Expected dividend yield	—		%

SAFE Liabilities and AM SAFE Warrant

The change in fair value between reporting periods for the Brookfield SAFE liability is included in other expense, net in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023. The change in fair value between December 31, 2022 and the Closing Date for the AM SAFE liability is included in other expense, net in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023. See Note 7 - AM SAFE for more details. See Note 8 - Warrants for further details on the AM SAFE warrant.

The Company’s AM SAFE liability (until conversion to shares on the Closing Date), AM SAFE warrant (until conversion to an equity classified warrant on the Closing Date) and Brookfield SAFE liability 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 was 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.

At conversion, the AM SAFE liability was valued as described in Note 7 - AM SAFE. 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	%


	February 8, 2023
Stock price	$	9.91
Term (in years)	5.00
Expected volatility	70.0		%
Risk-free interest rate	3.82		%
Expected dividend yield	—		%

Significant inputs for Level 3 AM 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. The Brookfield SAFE is legal form debt that the Company has elected to measure using the FVO under ASC 825. As of March 31, 2023, no part of the Brookfield SAFE has converted to Company common shares as a qualifying financing had not yet

occurred and no project investments were presented. There were no cash flows associated with the Brookfield SAFE in the three months ended March 31, 2023.

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.

As of March 31, 2023, the Company expects to present sufficient projects to Brookfield to result in the Brookfield SAFE being automatically converted into shares. Since the liquidity price is not expected to change during the life of the Brookfield SAFE, the number of shares that Brookfield receives is fixed. Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the initial purchase amount, divided by the liquidity price, times the stock price, resulting in an estimated fair value of $19,400 recorded on the condensed consolidated balance sheet.

Significant inputs for Level 3 Brookfield SAFE measurement at March 31, 2023 are as follows:


	March 31, 2023
Initial purchase amount	$	50,000
Liquidity price	10.00
Stock price	3.88

Public Warrants and Private Placement Warrants

For the 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 and recognized a decrease in the fair value of the liability of approximately $286 on the condensed consolidated statements of operations and comprehensive loss within other expense, net representing the change in fair value from the Closing Date to March 31, 2023.

The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the three months ended March 31, 2023, the Company recognized an increase in the fair value of liabilities of approximately $477 on the condensed consolidated statements of operations and comprehensive loss within other expense, net representing the change in fair value from the Closing Date to March 31, 2023.


	March 31, 2023			February 8, 2023
Stock price	$	3.88		$	9.91
Exercise price	$	11.50		$	11.50
Term (in years)	4.86			5.00
Expected volatility	45.0		%	2.0		%
Risk-free interest rate	3.60		%	3.82		%
Expected dividend yield	—		%	—		%

The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands):


	Prepaid forward contract		Fixed Maturity Consideration		Shortfall Warrants		Warrants on Preferred Shares		AM SAFE liability		AM SAFE warrant		Brookfield SAFE		Private placement warrants
Balance as of January 1, 2023	$	—	$	—	$	—	$	(2,119)	$	(28,986)	$	(1,989)	$	(50,000)	$	—
Recognized as a result of the Business Combination	—		—		—		—		—		—		—		(2,148)
Initial Prepayment Amount	60,096		—		—										—
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(44,142)		(6,967)		(5,104)		(3,770)		(744)		189		30,600		(477)
Conversion of warrants to preferred shares	—		—		—		5,889		—		—		—		—
Conversion of SAFE liability	—		—		—		—		29,730		—		—		—
Conversion of AM SAFE warrant to equity classification	—		—		—		—		—		1,800		—		—

Balance as of March 31, 2023	$	15,954	$	(6,967)	$	(5,104)	$	—	$	—	$	—	$	(19,400)	$	(2,625)


	Warrants on Preferred Shares		AM SAFE liability		AM SAFE warrant


Balance as of January 1, 2022	$	(1,145)	$	(28,271)	$	(1,729)
Gain (loss) recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	41		148		(129)
Balance as of March 31, 2022	$	(1,104)	$	(28,123)	$	(1,858)

- Definition

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

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is subject to federal and state income taxes in the United States, as well as income taxes in foreign jurisdictions in which it conducts business. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized for the three months ended March 31, 2023 and 2022. The Company recorded an income tax expense of $0 for the three months ended March 31, 2023 and March 31, 2022, representing an effective tax rate of 0%. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the first three months ended March 31, 2023 and March 31, 2022 is primarily due to a full valuation allowance related to the Company's U.S. and foreign deferred tax assets. The Company reassesses the need for a valuation allowance on a quarterly basis. If it is determined that a portion or all of the valuation allowance is not required, it will generally be a benefit to the income tax provision in the period such determination is made. The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. The Company is subject to audits for tax years 2017 and onward for federal purposes. There are tax years which remain subject to examination in various other state and foreign jurisdictions that are not material to the Company's financial statements.

- Definition

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.

+ References

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

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary equity par value (usd per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	20,000,000	130,133,670
Temporary equity, shares issued (in shares)	0	129,148,393
Temporary equity, shares outstanding (in shares)	0	129,148,393
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized (in shares)	400,000,000	158,918,093
Common shares, shares issued (in shares)	195,451,596	10,422,051
Common shares, shares outstanding (in shares)	195,451,596	10,422,051

Investments

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investments

Debt securities

The Company has held-to-maturity securities consisting of U.S. Treasury securities. As these investments were purchased on March 31, 2023, the amortized cost equals the estimated fair value. There are no unrealized gains and losses. All held-to-maturity securities have contractual maturities due in one year or less. The Company regularly reviews held-to-maturity securities for declines in fair values that are determined to be credit related. As of

March 31, 2023, the Company did not have an allowance for credit losses related to held-to-maturity securities as they are guaranteed by the U.S. government.

Equity investments

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


	As of
	March 31, 2023		December 31, 2022
Equity Method Investment in LanzaJet	$	9,835	$	10,561
Equity Security Investment in SGLT	$	14,990	14,990
Total Investment	$	24,825	$	25,551

LanzaJet

On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet, Inc. (“LanzaJet”) in connection with an investment agreement (“Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606. The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. During the three months ended March 31, 2023 and 2022, the Company has recognized revenue from this arrangement of $553 and $540 respectively, net of intra-entity profit elimination, and has recorded deferred revenue of $7,390 and $8,062, as of March 31, 2023 and December 31, 2022, respectively. Intra-entity profits related to revenue contracts with LanzaJet are $118 and $132 as of March 31, 2023, and 2022, respectively. Intra-entity profit is amortized over the 15-year amortization period through 2034.

Between February 1, 2021 and April 4, 2021, LanzaJet closed two additional rounds of investment which reduced the Company's Original Interest to approximately 25%. The Company retained its contingent right to receive additional interest in LanzaJet of up to 45 million shares for no additional consideration.

The carrying value of our equity method investment in LanzaJet as of March 31, 2023 and December 31, 2022 was approximately $3,800 and $3,700 less than our proportionate share of our equity method investees’ book values, respectively. The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which we may become entitled in exchange for our contribution of intellectual property to LanzaJet. The variable consideration we may receive will be in the form of additional ownership interests and the majority of the basis difference will reverse in connection with recognition of that variable consideration.

In connection with a sublicense agreement to LanzaJet under our license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of March 31, 2023 and December 31, 2022.

SGLT

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

As of December 31, 2022, the Company’s interest in SGLT’s registered capital is approximately 9.31% as a result of the admittance of new investors during the year. As of September 30, 2022, the Company no longer had significant influence over the operating and financial policies of SGLT due to the significant and sustained decrease in SGLT's technological dependence on LanzaTech. As such, the Company ceased applying the equity method and from October 1, 2022 and forward, the Company accounts for its investment in equity security of SGLT using the alternative measurement principals as permitted under ASC 321, Investments - Equity Securities, because SGLT's

fair value is not readily determinable. For the three months ended March 31, 2023, there was no change in the value of the investment in SGLT.As of March 31, 2023 and December 31, 2022, there were no impairments of equity method investees. During the three months ended March 31, 2023 and 2022, the Company received no dividends from equity method investments. See Note 13 - Related Party Transactions, for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with equity method investment.

Forward Purchase Agreement

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Forward Purchase Agreement

As discussed in Note 2 - Summary of Significant Accounting Policies, the FPA consists of the prepaid forward contract and the Fixed Maturity Consideration. The prepaid forward contract is evaluated as a written put option that meets the definition of a derivative. The value of the derivative is comprised of the Prepayment Amount, reduced by the economics of the written put option and the Variable Maturity Consideration on non-terminated shares.

The following table presents the reconciliation of the fair value of the prepaid forward contract as of March 31, 2023 (in thousands):


	March 31, 2023
Prepayment Amount	$	60,096
Less: Value of derivative and Variable Maturity Consideration	(44,142)
Fair value of prepaid forward contract	$	15,954

The Fixed Maturity Consideration is valued at $6,967 as of March 31, 2023. This represents the fair value of the Share Consideration and Fixed Maturity Consideration and is measured in accordance with the FVO.

Expensed transaction costs, representing the stock acquisition fees, in the amount of $451 are recorded in other expense, net.

Net Loss Per Share - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended
Net Loss Per Share - Narrative (Details) $ in Thousands	Feb. 08, 2023 denominator shares	Feb. 07, 2023 shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 shares
Earnings Per Share [Abstract]
Recapitalization exchange ratio	4.3747
In-kind payment of preferred dividend \| $			$ 241,529
Conversion ratio	1
Dividends, denominator \| denominator	10
Common stock dividends (in shares)	24,152,942
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Aggregate purchase of stock (in shares)			36,012,752	149,459,933
Redeemable convertible preferred stock (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Aggregate purchase of stock (in shares)		129,148,393	0	129,148,393

Revenues - Contract Balances (Details) $ in Thousands	3 Months Ended
Revenues - Contract Balances (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Current Contract Assets
Beginning balance	$ 18,000
Additions to unbilled accounts receivable	11,241
Unbilled accounts receivable recognized in trade receivables	(10,833)
Increase on revaluation on currency	52
Ending balance	18,460
Current Contract Liabilities
Beginning balance	3,101
Reclassification from non-current to current contract liabilities	672
Reclassification to revenue as a result of performance obligations satisfied	(731)
Ending balance	3,042
Non-current Contract Liabilities
Beginning balance	10,760
Increase on revaluation on currency	83
Reclassification from non-current to current contract liabilities	(672)
Ending balance	$ 10,171

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 145,118	$ 83,045

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 08, 2023	Mar. 31, 2023	Mar. 27, 2023	Nov. 09, 2022
Warrants
Number of shares issuable by warrant (in shares)	985,278			316,250
Exercise of warrants (in shares)	594,309
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 9.91			$ 0.0575
Fair value of shares	$ 5,890
Warrants outstanding (in shares)	12,574,200
Minimum
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 3.36
Maximum
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	4.56
AM SAFE Warrant
Warrants
Number of shares issuable by warrant (in shares)		300,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 10.00	$ 10.00
Fair value of shares		$ 1,800
Shortfall Warrants
Warrants
Fair value of shares			$ 5,104
Price of warrant (in usd per warrant)			$ 10.00
Shortfall Warrants \| ACM
Warrants
Warrants issued (in shares)			2,073,486
Shortfall Warrants \| Vellar Opportunity Fund SPV LLC - Series 10
Warrants
Warrants issued (in shares)			2,010,000
Public Warrants and Private Placement Warrants
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 11.50
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 and Private Placement 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
Trigger price (usd 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
Public warrants
Warrants
Warrants outstanding (in shares)	7,499,924	7,499,924
Private placement warrants
Warrants
Warrants outstanding (in shares)	4,774,276	4,774,276

Description of the Business	3 Months Ended
Description of the Business	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of the Business LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. II (“AMCI”) prior to February 8, 2023 (the “Closing Date”) was incorporated as a Delaware Corporation on January 28, 2021. On March 8, 2022, LanzaTech NZ, Inc. ("Legacy LanzaTech") entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI and AMCI Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). On February 8, 2023, Legacy LanzaTech completed its business combination with AMCI by which the Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”). The reporting entity is LanzaTech Global, Inc. and its subsidiaries (collectively referred to herein as “the Company” or "LanzaTech"). The Company is headquartered in Skokie, Illinois. The Company is a nature-based carbon refining company that transforms waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives. The Company’s customers leverage its proven proprietary gas fermentation technology platform to convert certain feedstock, including waste carbon gases, into sustainable fuels and chemicals such as ethanol. The Company 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 chemicals produced at customer facilities employing the Company’s technology and sells it under the brand name CarbonSmart. As of March 31, 2023, 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 China as of March 31, 2022. The Company has reclassified its warrants on preferred shares as of December 31, 2022 from other accrued liabilities to warrants on the condensed consolidated balance sheet to conform with current period presentation. This reclassification resulted in a decrease to other accrued liabilities and corresponding increase to warrants of $2,119 as of December 31, 2022. As a result of the Business Combination, the Company’s common stock trades under the ticker symbol “LNZA” and its Public Warrants trade under the ticker symbol “LNZAW” on the Nasdaq Stock Market. Prior to the consummation of the Business Combination, the Company’s common shares were listed on Nasdaq Stock Market under the symbol “AMCI.”

Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue Benchmark \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	62.00%	62.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	30.00%	19.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	22.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	8.00%
Accounts Receivable \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	41.00%	35.00%

Warrants	3 Months Ended
Warrants	Mar. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrants	Warrants Warrants on preferred shares The Company had issued warrants to purchase its preferred shares representing 985,278 preferred shares. In connection with the closing of the Business Combination, all warrants were exercised on a cashless basis and are no longer outstanding. The warrants were exercised for 594,309 shares of preferred stock, which were converted at the closing of the Business Combination into shares of common stock. The exercise prices of the warrants ranged from $3.36 to $4.56 as of the closing of the Business Combination. The warrants were accounted for as liabilities in accordance with ASC 480, and were presented within warrants on the condensed consolidated balance sheet as of December 31, 2022. The warrant liabilities were measured at fair value at inception and on recurring basis, with changes in fair value presented within other expense, net on the condensed consolidated statements of operations and comprehensive loss. Immediately before the exercise of these warrants, the associated warrant liability was marked-to-market a final time to $5,890, which is equal to the number of shares issued multiplied by the share price of $9.91 on the date of exercise, February 8, 2023. AM SAFE warrant The warrant related to the AM SAFE (“AM SAFE warrant”) was accounted for as a liability in accordance with ASC 480 prior to the consummation of the Business Combination and was presented within warrants on the condensed consolidated balance sheet as of December 31, 2022. As a result of the Business Combination and issuance of the PIPE shares, the number of common shares available under the AM SAFE warrant equals 300,000. The exercise price of the AM SAFE warrant is $10.00 per share as of the Closing Date and March 31, 2023. The AM SAFE warrant expires at the earliest of (a) the fifth anniversary of the Business Combination, (b) the consummation of a dissolution event and (c) a change of control. Due to the AM SAFE warrant becoming exercisable for a fixed number of shares at a fixed exercise price, it no longer meets the criteria for liability accounting under ASC 480 and meets the criteria for equity classification under ASC 815-40. As a result, on the Closing Date, the AM SAFE warrant was marked-to-market a final time to $1,800 through other expense, net on the condensed consolidated statement of operations and comprehensive loss and reclassified to additional paid-in capital on the condensed consolidated balance sheet. Shortfall Warrants On March 27, 2023, the Company issued an aggregate of 2,073,486 warrants to ACM and 2,010,000 warrants to Vellar pursuant to the Forward Purchase Agreement (collectively, the “Shortfall Warrants”), as further described in Note 9 - Forward Purchase Agreement. Each Shortfall Warrant entitles the registered holder to purchase one share of common stock at a price of $10.00 per share, subject to adjustment in the event that the Company sells, grants or otherwise issues common stock or common stock equivalents at an effective price less than the then current exercise price of the Shortfall Warrants, at any time commencing on or after March 27, 2023. The Shortfall Warrants expire on the fifth anniversary of their issuance. As the Shortfall Warrants meet the definition of a derivative but do not qualify for the exception from derivative accounting under the indexation guidance, they meet the criteria for liability classification under ASC 815 and were presented within warrants on the condensed consolidated balance sheet. As a result, the Shortfall Warrants are measured at fair value at inception and on recurring basis, with changes in fair value presented within other expense, net on the condensed consolidated statements of operations and comprehensive loss. The fair value of the Shortfall Warrants as of March 31, 2023 was $5,104. On May 13, 2023, the Company amended the Shortfall Warrant agreement, which resulted in the reclassification of the Shortfall Warrants to equity on that date as the amended agreement met the requirements for equity classification in ASC 815-40. This reclassification will be reflected in the period ended June 30, 2023. Public Warrants and Private Placement Warrants As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third party investors where each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan. The working capital warrants have the same terms as the private sale of warrants issued at the IPO. Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”. On the Closing Date and as of March 31, 2023, 7,499,924 Public Warrants and 4,774,276 Private Placement Warrants remained outstanding. These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Once the warrants become exercisable, the Company may redeem the outstanding warrants: a.in whole and not in part; b.at a price of $0.01 per warrant; c.upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and d.if, and only if, the closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. The Public Warrants and 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 as of the Closing Date, with an offsetting entry to additional paid-in capital and adjusts the carrying value of the instruments to fair value through other expense, net on the condensed consolidated statement of operations and comprehensive loss at each reporting period until they are exercised. As of March 31, 2023, the Public Warrants and Private Placement Warrants are presented within warrants on the condensed consolidated balance sheet.

Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Current	$ 3,042	$ 3,101
Non-current	10,171	10,760
Total	$ 13,213	$ 13,861

Revenues (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregated revenue

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


	Three Months Ended March 31,
	2023		2022
Contract Types:
Licensing	$	553	$	540
Engineering and other services	5,801		4,308
Biorefining: carbon capture and transformation revenue	$	6,354	$	4,848

Joint development agreements	2,036		1,027
Contract research	1,256		1,242
Joint development and Contract research revenue	$	3,292	$	2,269

CarbonSmart (tangible product)	—		740

Total Revenue	$	9,646	$	7,857

The following table presents disaggregation of the Company’s revenues by customer location for the three months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended March 31,
	2023		2022
North America	$	4,232	$	4,039
Europe, Middle East, Africa (EMEA)	4,711		2,823
Asia	50		410
Australia	653		585
Total Revenue	$	9,646	$	7,857

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, 2023	$	18,000	$	3,101	$	10,760
Additions to unbilled accounts receivable	11,241		—		—

Unbilled accounts receivable recognized in trade receivables	(10,833)		—		—
Increase on revaluation on currency	52		—		83
Reclassification from long-term to short-term	—		672		(672)
Reclassification to revenue as a result of performance obligations satisfied	—		(731)		—
Balance as of March 31, 2023	$	18,460	$	3,042	$	10,171

Remaining performance obligations

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


	As of
	March 31, 2023		December 31, 2022
Current	$	3,042	$	3,101
Non-current	10,171		10,760
Total	$	13,213	$	13,861

Revenues - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from collaborative arrangements	$ 1,088	$ 0
Revenues	9,646	7,857
Revenue from related party transactions	973	654
Billed accounts receivable, net of allowance	9,277		$ 11,695
Licensing
Disaggregation of Revenue [Line Items]
Revenues	553	540
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	5,801	4,308
Revenue from related party transactions	$ 420	$ 114

Redeemable, Convertible Preferred Stock - Authorized, Issued and Outstanding Shares, Issue Price, and Carrying Value (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Shares authorized (in shares)	20,000,000	130,133,670
Shares issued (in shares)	0	129,148,393
Shares outstanding (in shares)	0	129,148,393	129,148,393	129,148,393
Carrying Amount	$ 0	$ 480,631	$ 480,631	$ 480,631
Series A
Temporary Equity [Line Items]
Shares authorized (in shares)		20,414,445
Shares issued (in shares)		20,414,445
Shares outstanding (in shares)		20,414,445
Carrying Amount		$ 12,230
Series A \| Minimum
Temporary Equity [Line Items]
Issue price (in dollars per share)		$ 0.40
Series A \| Maximum
Temporary Equity [Line Items]
Issue price (in dollars per share)		$ 0.90
Series B
Temporary Equity [Line Items]
Shares authorized (in shares)		7,582,934
Shares issued (in shares)		7,582,934
Shares outstanding (in shares)		7,582,934
Issue price (in dollars per share)		$ 2.37
Carrying Amount		$ 18,000
Series C
Temporary Equity [Line Items]
Shares authorized (in shares)		18,613,084
Shares issued (in shares)		18,121,698
Shares outstanding (in shares)		18,121,698
Issue price (in dollars per share)		$ 3.36
Carrying Amount		$ 60,850
Series D
Temporary Equity [Line Items]
Shares authorized (in shares)		44,946,572
Shares issued (in shares)		44,452,681
Shares outstanding (in shares)		44,452,681
Issue price (in dollars per share)		$ 4.56
Carrying Amount		$ 188,402
Series E
Temporary Equity [Line Items]
Shares authorized (in shares)		22,678,139
Shares issued (in shares)		22,678,139
Shares outstanding (in shares)		22,678,139
Issue price (in dollars per share)		$ 5.23
Carrying Amount		$ 118,076
Series F
Temporary Equity [Line Items]
Shares authorized (in shares)		15,898,496
Shares issued (in shares)		15,898,496
Shares outstanding (in shares)		15,898,496
Issue price (in dollars per share)		$ 5.23
Carrying Amount		$ 83,073

Summary of Significant Accounting Policies - Forward Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 08, 2023	Feb. 03, 2023
Derivative [Line Items]
Shares issued in transaction (in shares)	196,222,737
Trigger share price (usd per share)		$ 3.00
Forward Contracts
Derivative [Line Items]
Shares issued in transaction (in shares)		5,916,514
Sale of stock price (usd per share)		$ 10.16
Purchase price		$ 60,096
Derivative term		3 years
Forward Contracts \| Maturity Consideration
Derivative [Line Items]
Maturity consideration, amount		$ 5,079
Maturity consideration (in shares)		500,000
Maturity consideration (usd per share)		$ 2.00
Shares to issue (in shares)		7,500,000
Forward Contracts \| Fixed Maturity Consideration
Derivative [Line Items]
Shares issued in transaction (in shares)		5,916,513
Maturity consideration, amount		$ 3,167
Maturity consideration (usd per share)		$ 2.00
Shares to issue (in shares)		7,500,000

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue:
Revenue from collaborative arrangements	$ 1,088,000	$ 0
Revenue from related party transactions	973,000	654,000
Revenues	9,646,000	7,857,000
Cost and operating expenses:
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)	(407,000)	0
Cost of revenue from related party transactions (exclusive of depreciation shown below)	(41,000)	(69,000)
Research and development expense	(16,286,000)	(12,361,000)
Depreciation expense	(1,257,000)	(1,059,000)
Selling, general and administrative expense	(16,835,000)	(5,078,000)
Total cost and operating expenses	(42,168,000)	(24,327,000)
Loss from operations	(32,522,000)	(16,470,000)
Other (expense) income:
Interest income (expense), net	214,000	0
Other (expense) income, net	(30,396,000)	(26,000)
Total other (expense) income, net	(30,182,000)	(26,000)
Loss before income taxes	(62,704,000)	(16,496,000)
Income tax expense	0	0
Gain from equity method investees, net	(608,000)	(282,000)
Net income (loss)	(63,312,000)	(16,778,000)
Other comprehensive loss:
Foreign currency translation adjustments	(49,000)	(28,000)
Comprehensive loss	(63,361,000)	(16,806,000)
Unpaid cumulative dividends on preferred stock	(4,117,000)	(9,523,000)
Net loss allocated to common shareholders	$ (67,429,000)	$ (26,301,000)
Net loss per common share, basic (in dollars per share)	$ (0.58)	$ (2.85)
Net loss per common share, diluted (in dollars per share)	$ (0.58)	$ (2.85)
Weighted average shares outstanding of common stock - basic (in shares)	116,530,963	9,219,499
Weighted-average number of common shares outstanding - diluted (in shares)	116,530,963	9,219,499
Service
Revenue:
Revenue from contracts with customers	$ 7,585,000	$ 6,463,000
Cost and operating expenses:
Cost of revenues from contracts with customers (exclusive of depreciation shown below)	(7,342,000)	(5,196,000)
Tangible Products
Revenue:
Revenue from contracts with customers	0	740,000
Cost and operating expenses:
Cost of revenues from contracts with customers (exclusive of depreciation shown below)	$ 0	$ (564,000)

Investments - Equity Method Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment in LanzaJet	$ 9,835	$ 10,561
Equity Security Investment in SGLT	14,990	14,990
Total Investment	$ 24,825	$ 25,551

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of cash and cash equivalents

The following represents a reconciliation of cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of March 31, 2023 and December 31, 2022 (in thousands).


	As of
	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	145,118	$	83,045
Restricted cash (presented within Other current assets)	668		665
Cash, cash equivalents and restricted cash	$	145,786	$	83,710

Customer concentration risk

Customers representing 10% or greater of revenue were as follows for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
	2023		2022
Customer A	30	%	19	%
Customer B	13	%	22	%
Customer C	10	%	8	%

Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 9,646	$ 7,857
North America
Disaggregation of Revenue [Line Items]
Revenues	4,232	4,039
Europe, Middle East, Africa (EMEA)
Disaggregation of Revenue [Line Items]
Revenues	4,711	2,823
Asia
Disaggregation of Revenue [Line Items]
Revenues	50	410
Australia
Disaggregation of Revenue [Line Items]
Revenues	$ 653	$ 585

- Definition

+ References

+ Details

Revenues

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

Disaggregated Revenue

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


	Three Months Ended March 31,
	2023		2022
Contract Types:
Licensing	$	553	$	540
Engineering and other services	5,801		4,308
Biorefining: carbon capture and transformation revenue	$	6,354	$	4,848

Joint development agreements	2,036		1,027
Contract research	1,256		1,242
Joint development and Contract research revenue	$	3,292	$	2,269

CarbonSmart (tangible product)	—		740

Total Revenue	$	9,646	$	7,857

Revenue from partners in collaborative arrangements, part of joint development and contract research revenue, in the amount of $1,088 and $0 for the three months ended March 31, 2023 and 2022, is included in the table above within joint development agreements. Revenue from related parties is included in licensing for $553 and $540 with the remaining revenue of $420 and $114 in Engineering and other services, for the three months ended March 31, 2023 and 2022, respectively.

The following table presents disaggregation of the Company’s revenues by customer location for the three months ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended March 31,
	2023		2022
North America	$	4,232	$	4,039
Europe, Middle East, Africa (EMEA)	4,711		2,823
Asia	50		410
Australia	653		585
Total Revenue	$	9,646	$	7,857

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, 2023	$	18,000	$	3,101	$	10,760
Additions to unbilled accounts receivable	11,241		—		—

Unbilled accounts receivable recognized in trade receivables	(10,833)		—		—
Increase on revaluation on currency	52		—		83
Reclassification from long-term to short-term	—		672		(672)
Reclassification to revenue as a result of performance obligations satisfied	—		(731)		—
Balance as of March 31, 2023	$	18,460	$	3,042	$	10,171

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 March 31, 2023 and December 31, 2022 the Company had $9,277 and $11,695, 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 obligations 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
	March 31, 2023		December 31, 2022
Current	$	3,042	$	3,101
Non-current	10,171		10,760
Total	$	13,213	$	13,861

- Definition

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.

+ References

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
-Paragraph 9
-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
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

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

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

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

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

+ Details

Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Prepaid forward contract
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Initial Prepayment Amount	60,096
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(44,142)
Ending balance	15,954
Fixed Maturity Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(6,967)
Ending balance	(6,967)
Shortfall Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(5,104)
Ending balance	(5,104)
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(2,119)	$ (1,145)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(3,770)	41
Conversion of warrants to preferred shares	5,889
Ending balance	0	(1,104)
AM SAFE liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(28,986)	(28,271)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(744)	148
Conversion of SAFE liability	29,730
Ending balance	0	(28,123)
AM SAFE warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(1,989)	(1,729)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	189	(129)
Conversion of AM SAFE warrant to equity classification	1,800
Ending balance	0	$ (1,858)
Brookfield SAFE
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(50,000)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	30,600
Ending balance	(19,400)
Private placement warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Recognized as a result of the Business Combination	(2,148)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(477)
Ending balance	$ (2,625)

Redeemable, Convertible Preferred Stock

3 Months Ended

Mar. 31, 2023

Temporary Equity Disclosure [Abstract]

Redeemable, Convertible Preferred Stock

The Company had six outstanding series of contingently redeemable convertible preferred stock. The dollar amounts and share counts in the table below are adjusted to reflect the impact of the exchange ratio on the shares authorized, shares issued and outstanding, and issue price. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2022 are as follows (in thousands, except share and per share amounts):


	Shares Authorized	Shares Issued and Outstanding	Issue Price	Carrying Amount
Series A	20,414,445	20,414,445	$0.40 - $0.90	$	12,230
Series B	7,582,934	7,582,934	2.37	18,000
Series C	18,613,084	18,121,698	3.36	60,850
Series D	44,946,572	44,452,681	4.56	188,402
Series E	22,678,139	22,678,139	5.23	118,076
Series F	15,898,496	15,898,496	5.23	83,073
	130,133,670	129,148,393		$	480,631

All redeemable, convertible preferred stock was converted into common shares on the Closing Date of the Business Combination on a 1:1 basis. Immediately before the conversion, all cumulative dividends were declared, totaling a dividend payable of $241,529. This dividend was paid in-kind and subsequently converted, as a result of the Business Combination, into an additional 24,152,942 common shares. After the in-kind dividend payment and the conversion, the former preferred shareholders held 153,895,644 common shares.

There were no changes in redeemable convertible preferred stock issued and outstanding during the three months ended March 31, 2022.

Prior to the Business Combination, redemption features of the preferred shares were not fixed and did not have a determinable price on fixed or determinable dates. As of December 31, 2022, the preferred shares were not currently redeemable, and it was not probable that the preferred shares would become redeemable, since it was uncertain whether or when circumstances exist that would constitute a deemed liquidation event. Accordingly, the Company did not adjust the carrying value of the preferred shares to their redemption values.

Fair Value - Level 3 Fair Value Measurements (Details) $ in Thousands	Mar. 31, 2023 USD ($) $ / shares	Feb. 08, 2023	Dec. 31, 2022 $ / shares
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	3.88
Warrants, measurement input		9.91	5.21
Brookfield SAFE, measurement input	3.88
Stock price \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	3.88	9.91
Stock price \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input			3.88
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	2.86
Warrants, measurement input		5.00	1.1
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
Term \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	4.86	5.00
Term \| Shortfall Warrants
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]
Derivative asset, measurement input	0.550
Warrants, measurement input		0.700	0.734
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
Expected volatility \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.450	0.020
Expected volatility \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input			0.680
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	0.0381
Warrants, measurement input		0.0382	0.0447
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
Risk-free interest rate \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0360	0.0382
Risk-free interest rate \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input			0.0359
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	0
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
Expected dividend yield \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0
Expected dividend yield \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input			0
Weighted average exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input			3.96
Weighted average exercise price \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50
Weighted average exercise price \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input			10.00
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]
Derivative liability, measurement input			0.61
Probability weighting \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, 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]
Derivative liability, measurement input			0.1
Time to conversion \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.8
Liquidity price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input	10.00
Liquidity price \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			1
Liquidity price \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.90
Discount rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.247
Discount rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.247
Initial purchase amount
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input \| $	50,000

AM SAFE	3 Months Ended
AM SAFE	Mar. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
AM SAFE	AM SAFEIn 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. On the Closing Date of the Business Combination, the AM SAFE converted into 3,000,000 shares of common stock. As of the Closing Date, the AM SAFE had a fair value of $29,730, which equals the closing price of approximately $9.91 on the Closing Date, multiplied by the number of shares issued. The AM SAFE was adjusted to its fair value on the Closing Date prior to settlement. As of December 31, 2022, the AM SAFE had a fair value of $28,986. The AM SAFE was recorded within current liabilities on the condensed consolidated balance sheet as of December 31, 2022.

Redeemable, Convertible Preferred Stock - Narrative (Details) $ in Thousands		3 Months Ended
	Feb. 08, 2023 shares	Mar. 31, 2023 USD ($) shares
Temporary Equity [Line Items]
Conversion ratio	1
In-kind payment of preferred dividend \| $		$ 241,529
Common stock dividends (in shares)	24,152,942
Common Stock
Temporary Equity [Line Items]
Conversion of preferred stock into common stock (in shares)		153,895,644

Redeemable, Convertible Preferred Stock (Tables)

3 Months Ended

Mar. 31, 2023

Temporary Equity Disclosure [Abstract]

Redeemable convertible preferred stock

The dollar amounts and share counts in the table below are adjusted to reflect the impact of the exchange ratio on the shares authorized, shares issued and outstanding, and issue price. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2022 are as follows (in thousands, except share and per share amounts):


	Shares Authorized	Shares Issued and Outstanding	Issue Price	Carrying Amount
Series A	20,414,445	20,414,445	$0.40 - $0.90	$	12,230
Series B	7,582,934	7,582,934	2.37	18,000
Series C	18,613,084	18,121,698	3.36	60,850
Series D	44,946,572	44,452,681	4.56	188,402
Series E	22,678,139	22,678,139	5.23	118,076
Series F	15,898,496	15,898,496	5.23	83,073
	130,133,670	129,148,393		$	480,631

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in Legacy LanzaTech's Annual Report for the year ended December 31, 2022 included in the Company’s second amended S-1 registration statement filed with the SEC on May 5, 2023.

The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances:

•Legacy LanzaTech stockholders have the largest portion of voting rights (85.3% at the closing of the Business Combination) in the Company;

•Legacy LanzaTech’s existing senior management team comprise senior management of the Company;

•The operations of the Company primarily represent operations of Legacy LanzaTech; and

•In comparison with AMCI, Legacy LanzaTech has significantly more revenue and total assets.

Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy LanzaTech with the acquisition being treated as the equivalent of Legacy LanzaTech issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI were stated at historical cost, with no goodwill or other intangible assets recorded. Legacy LanzaTech was deemed to be the predecessor, and the consolidated assets and liabilities and results of operations prior to February 8, 2023 are those of Legacy LanzaTech. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Merger Agreement. The number of shares of preferred stock was also retroactively restated based on the exchange ratio.

Variable Interest Entity (“VIE”)

The Company makes judgments in determining whether an entity is a 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. The Company’s variable interest arises from contractual, ownership or other monetary interests in the entity, which changes 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. The Company consolidates a VIE when the Company is deemed to be the primary beneficiary. The Company assesses whether or not the Company is the primary beneficiary of a VIE on an ongoing basis. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts 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 6 - 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 13, Related Party Transactions, for further details on the transactions with VIEs.

Going Concern

The accompanying condensed consolidated financial statements of the Company have been prepared 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 $145,118, short-term held-to-maturity debt investments of $49,103 and an accumulated deficit of $(761,086) as of March 31, 2023 and cash outflows from operations of $(33,810) and a net loss of $(63,312) for the three months ended March 31, 2023. As a result of the Business Combination described in Note 1 closing on February 8, 2023, the Company received $153,285, which represents the proceeds from the Business Combination received net of (1) transaction expenses paid in the three

months ended March 31, 2023, (2) the PIPE investment and (3) the amount paid to ACM ARRT H LLC (“ACM”) and Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”) in relation to the Forward Purchase Agreement.

The Company has historically funded its operations through debt financing and issuances of equity securities. Based on the Company’s financial position as of the date the condensed consolidated financial statements were issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months with cash on hand.

Use of Estimates

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

The Company uses the percentage of completion for both input and output methods to recognize revenue over time for certain contracts with customers. 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.

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 the 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 5 - 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 translated 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 shareholders’ equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into the Company’s reporting currency are recognized 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 condensed consolidated statements of operations and comprehensive loss.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of March 31, 2023 and December 31, 2022, the Company had $145,118 and $83,045 of cash and cash equivalents, respectively.

Restricted Cash

The Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank. The following represents a reconciliation of cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of March 31, 2023 and December 31, 2022 (in thousands).


	As of
	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	145,118	$	83,045
Restricted cash (presented within Other current assets)	668		665
Cash, cash equivalents and restricted cash	$	145,786	$	83,710

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 March 31, 2023 and December 31, 2022, the Company recognized an allowance for doubtful accounts of $1,851 and $1,051, respectively.

Debt Investments

Investments in debt securities are classified as trading, held-to-maturity or available-for-sale. Trading securities represent investments that are bought and sold principally for the purpose of selling in the near term. Held-to-maturity securities represent investments that the Company has both the ability and intent to hold to maturity. Available-for-sale securities represent investments in debt securities that are not classified as either trading or held-to-maturity.

Held-to-maturity securities are comprised of U.S. Treasury securities that the Company has both the ability and intent to hold to maturity. Held-to-maturity securities are carried at amortized cost, which is original cost net of periodic principal repayments and amortization of premiums and accretion of discounts. Accrued interest receivable is recorded separately in other current assets on the condensed consolidated balance sheets. Amortization of premiums and accretion of discounts are computed using the contractual level-yield method (contractual interest method), adjusted for actual prepayments. The contractual interest method recognizes the income effects of premiums and discounts over the contractual life of the securities based on the actual behavior of the underlying assets, including adjustments for actual prepayment activities, and reflects the contractual terms of the securities without regard to changes in estimated prepayments based on assumptions about future borrower behavior.

Held-to-maturity securities are evaluated individually on a quarterly basis for expected credit losses. If applicable, an allowance for credit losses is recorded with a corresponding credit loss expense (or reversal of credit

loss expense). The allowance for credit losses excludes uncollectible accrued interest receivable, which is measured separately.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and adjusted to the current fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statement of operations and comprehensive loss (see Note 8 - Warrants).

Forward Purchase Agreement

On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM. On the same date, ACM partially assigned its rights under the FPA to Vellar. ACM and Vellar are together referred to as the “Purchasers”. Pursuant to the Forward Purchase Agreement, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for $10.16 per share (“Redemption Price”), and such purchase price of $60,096 was funded by the use of AMCI trust account proceeds as a prepayment (“Prepayment Amount”) for the Forward Purchase Agreement redemption 3 years from the date of the Business Combination (“Maturity Date”). The Maturity Date may be accelerated, at the Purchasers discretion, if the Company share price trades below $3.00 per share for any 50 trading days during a 60 day consecutive trading-day period or the Company is delisted. On any date following the Business Combination, the Purchasers also have the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”). For those shares early terminated (the “Terminated Shares”), the Purchasers will owe the Company an amount equal to the Terminated Shares times the Redemption Price, which may be reduced in the case of certain dilutive events (“Reset Price”).

At the Maturity Date, the Company is obligated to pay the Purchasers 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 Maturity Consideration, on the Maturity Date, the Company shall pay to the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5,079 (the “Share Consideration”). If the Purchasers were to utilize their Optional Early Termination to terminate the FPA early, neither the Maturity Consideration nor the Share Consideration would be due to the Purchasers.

The Purchasers’ Optional Early Termination economically results in the prepaid forward contract being akin to a written put option with the Purchaser’s right to sell all or a portion of the 5,916,514 common shares to the Company. The Company is entitled over the 36-month maturity period to either a return of the prepayment or the underlying shares, which the Purchasers will determine at their sole discretion.

Based on the terms described here, the FPA consists of three freestanding financial instruments representing the prepaid forward contract, the minimum portion of the Maturity Consideration (the “Minimum Maturity Consideration”), and the Share Consideration. The prepaid forward contract is a derivative instrument. The Company has recorded the prepaid forward contract as a derivative asset and measured it at fair value with the difference between the initial value of the derivative, including Maturity Consideration in excess of the Minimum Maturity Consideration (the “Variable Maturity Consideration”), and the Prepayment Amount recorded in the condensed consolidated statement of operations and comprehensive loss. Subsequent changes in fair value of the derivative asset are also recorded in the condensed consolidated statement of operations and comprehensive loss.

The Minimum Maturity Consideration, representing 7,500,000 less 5,916,513 multiplied by $2.00 or $3,167, and the Share Consideration are considered to be free-standing debt instruments. The Company has elected to measure these using the Fair Value Option (“FVO”) under ASC 825, Financial Instruments (“ASC 825”). As both the Minimum Maturity Consideration and the Share Consideration will be paid on the same terms and at the same time, these are accounted for together and referred to as the “Fixed Maturity Consideration”. The Variable Maturity Consideration is captured as part of the prepaid forward contract derivative asset, as noted above. The Fixed Maturity Consideration is recorded as long-term liability on the condensed consolidated balance sheets. The initial value of the Fixed Maturity Consideration is recorded through the condensed consolidated statement of operations and comprehensive loss. Subsequent changes in fair value of the Fixed Maturity Consideration are also recorded in the condensed 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 Biorefining (formerly known as carbon capture and transformation) which includes feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts. The other two revenue streams are: (1) joint development and contract research activities to develop novel biocatalysts and related technologies, and (2) supply of chemical building blocks for sustainable products produced using the Company’s proprietary technologies (referred to as CarbonSmart).

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.

Biorefining

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.

Joint Development and Contract Research

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 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.

CarbonSmart

The Company supplies chemical building blocks from customers who have deployed our proprietary technologies in their carbon capture and transformation plants and sells them as CarbonSmart products. 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 products are classified as Revenue from contract with customers - tangible products in the condensed consolidated statements of operations and comprehensive loss.

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 condensed consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

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 condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers outside of the United States for the three months ended March 31, 2023 and 2022 was approximately 62% in each of the periods presented.

As of March 31, 2023 and December 31, 2022, approximately 41% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers located outside the United States. As of March 31, 2023 and December 31, 2022, 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 5, Revenues.

Customers

Customers representing 10% or greater of revenue were as follows for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
	2023		2022
Customer A	30	%	19	%
Customer B	13	%	22	%
Customer C	10	%	8	%

Recently Adopted and Issued Accounting Pronouncements

There are no recently adopted or issued accounting pronouncements that are expected to have a material impact on the Company.

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2023

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


	Three months ended
	March 31, 2023		March 31, 2022
Revenues	$	973	$	654

	As of
	March 31, 2023		December 31, 2022
Accounts receivable	$	626	$	1,821
Purchases and open accounts payable	3,048		3,195

Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) scheme $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of share based stock schemes \| scheme	5
Compensation expense	$ 738	$ 764
Unrecognized compensation costs	$ 4,321
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized cost, recognition period	2 years 4 months 13 days
RSAs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	3 years
Compensation expense			$ 2,741
Unrecognized cost, recognition period	10 years
Unvested shares outstanding (in shares) \| shares			2,535,825
Unvested shares weighted average fair value (usd per share) \| $ / shares	$ 1.08
Shares withheld for tax withholding obligation (in shares) \| shares			771,141
Tax payment			$ 7,650
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	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 March 31, 2023 and December 31, 2022, 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 13 - 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 recorded on the condensed consolidated balance sheet. Total lease payments in 2024, 2025 and 2026 for this lease are expected to be $3,287.

Reverse Recapitalization

3 Months Ended

Mar. 31, 2023

Reverse Recapitalization [Abstract]

Reverse Recapitalization

On February 8, 2023, Legacy LanzaTech and AMCI consummated the merger contemplated by the Merger Agreement (see Note 1 - Description of the Business).

Immediately following the Business Combination, there were 196,222,737 shares of common stock outstanding with a par value of $0.0001. Additionally, there were outstanding warrants to purchase 12,574,200 shares of common stock.

The Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP. Under this method, while AMCI was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of pre-combination Legacy LanzaTech issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination Legacy LanzaTech. Reported shares and earnings per share available to holders of the Company’s common stock and preferred shares, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination (approximately one pre-combination Legacy LanzaTech share to 4.3747 of the Company’s shares).

Upon closing of the Business Combination, the shareholders of AMCI, including AMCI founders, were issued 10,398,374 shares of common stock of the Company. In connection with the closing, holders of 8,351,626 shares of common stock of AMCI were redeemed at a price per share of approximately $10.16. In connection with the Closing, 18,500,000 shares of common stock of the Company were issued to PIPE investors. 15,500,000 of those shares were issued at a price per share of $10.00. The remaining 3,000,000 shares were issued upon conversion of the AM SAFE liability. The Company incurred $7,223 in transaction costs relating to the Business Combination and recorded those costs against additional paid-in capital in the condensed consolidated balance sheet.

The number of shares of Class A common stock issued and outstanding immediately following the consummation of the Business Combination and PIPE financing were:


	Shares	Percentage
Legacy LanzaTech shares	167,324,363	85.3	%
Public stockholders	10,398,374	5.3	%
PIPE shares	18,500,000	9.4	%
Total	196,222,737	100	%

The following table reconciles the elements of the Business Combination and PIPE financing to the condensed consolidated statement of cash flows for the three months ended March 31, 2023:


	Recapitalization
Cash - AMCI trust account1	$	64,090
Cash - PIPE financing	155,000
Less: Transaction costs allocated to equity and paid in the three months ended March 31, 2023	(5,709)
Effect of the Business Combination and PIPE financing	$	213,381

__________________

(1)The cash from the AMCI trust account is net of redemptions and the payment of pre-combination AMCI expenses.

The following table reconciles the elements of the Business Combination and PIPE financing to the change in additional paid-in capital on the condensed consolidated statement of changes in redeemable convertible preferred stock and shareholders’ equity / deficit for the three months ended March 31, 2023:


	Recapitalization
Cash - AMCI trust account	$	64,090
Public Warrants and Private Placement Warrants recorded on the Closing Date	(4,624)
Cash - PIPE financing	155,000
Conversion of the AM SAFE	29,730
Transaction costs allocated to equity	(7,223)
	$	236,973
Less: par value of shares held by PIPE investors and public stockholders	(3)
Total additional paid-in capital from recapitalization	$	236,970

Investments - Narrative (Details) ¥ in Thousands				2 Months Ended	3 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 ($) investment_round shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Schedule of Equity Method Investments [Line Items]
Unrealized gains and losses					$ 0
Number of rounds of investments \| investment_round				2
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					553,000	540,000
Deferred revenue					$ 7,390,000		8,062,000
Profit amortization period					15 years
Contingent right to receive additional interest \| shares				45,000,000
Equity method investments cost				$ 0
Carrying value less than proportionate share of book value					$ 3,800,000		$ 3,700,000
LanzaJet \| Intra-entity
Schedule of Equity Method Investments [Line Items]
Revenue from contracts with customers					$ 118,000	$ 132,000
SGLT
Schedule of Equity Method Investments [Line Items]
Ownership percentage		30.00%	30.00%				9.31%
SGLT \| Intellectual Property
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property		$ 4,000,000	¥ 25,800

Net Loss Per Share - Antidilutive Shares (Details) - shares	1 Months Ended	3 Months Ended
	Feb. 07, 2023	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		36,012,752	149,459,933
Redeemable convertible preferred stock (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	129,148,393	0	129,148,393
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		14,355,066	16,790,437
RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		0	2,535,825
Brookfield SAFE
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		5,000,000	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		16,657,686	985,278

Share-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

The Company offers equity incentive 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 exercise prices 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. The below table reflects the pre-combination shares under option multiplied by the exchange ratio and the weighted average exercise price divided by the exchange ratio.

Stock option awards outstanding as of March 31, 2023 and changes during the period ended March 31, 2023 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, 2023	14,661	$	1.48	5.80	$	58,565
Vested and expecting to vest at January 1, 2023	14,661	1.48		5.80	58,565
Exercisable at January 1, 2023	11,203	$	1.44	5.15	$	45,204
Granted	259	9.97		—	34
Exercised	(472)	1.59		—	1,827
Cancelled/forfeited	(93)	1.18		—	673
Outstanding at March 31, 2023	14,355	$	1.63	5.81	$	33,903
Vested and expecting to vest at March 31, 2023	14,355	1.63		5.81	33,903
Exercisable at March 31, 2023	11,303	$	1.44	5.25	$	27,650

The Company recorded compensation expense related to the options of $764 and $738 for the three months ended March 31, 2023 and March 31, 2022, respectively. Unrecognized compensation costs as of March 31, 2023 was $4,321 and will be recognized over a weighted average of 2.37 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 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 2,535,825 outstanding unvested shares for a weighted average grant date fair value of $1.08. This is also the number of RSAs that vested as a result of the Business Combination on the Closing Date. The vesting of the RSAs resulted in compensation expense of $2,741. Subsequent to the vesting of these shares, the holders of the RSAs surrendered 771,141 common shares to fund the payment of payroll tax on their behalf by the Company. This resulted in a total cash payment of $7,650 by the Company for employee payroll taxes associated with this vesting event.

Summary of Significant Accounting Policies - Segment Information (Details)	3 Months Ended
	Mar. 31, 2023 segment
Accounting Policies [Abstract]
Number of operating segments	1

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Feb. 08, 2023	Dec. 31, 2022	Nov. 09, 2022
Related Party Transaction [Line Items]
Investments	$ 24,825			$ 25,551
Revenue from related party transactions	973	$ 654
Notes receivable, commitment to purchase					$ 5,500
Sale of private placement warrants (in shares)			985,278		316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 9.91		$ 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]
Sale of private placement warrants (in shares)					575
Amount of Notes purchased					$ 10
Warrants expiration term					3 years
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	45	67
Related Party Investment Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	338	23
Related Party Supply Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	0	18
Related party fees	$ 249	$ 126

Reverse Recapitalization (Tables)

3 Months Ended

Mar. 31, 2023

Reverse Recapitalization [Abstract]

Schedule of reverse recapitalization

The number of shares of Class A common stock issued and outstanding immediately following the consummation of the Business Combination and PIPE financing were:


	Shares	Percentage
Legacy LanzaTech shares	167,324,363	85.3	%
Public stockholders	10,398,374	5.3	%
PIPE shares	18,500,000	9.4	%
Total	196,222,737	100	%

The following table reconciles the elements of the Business Combination and PIPE financing to the condensed consolidated statement of cash flows for the three months ended March 31, 2023:


	Recapitalization
Cash - AMCI trust account1	$	64,090
Cash - PIPE financing	155,000
Less: Transaction costs allocated to equity and paid in the three months ended March 31, 2023	(5,709)
Effect of the Business Combination and PIPE financing	$	213,381

__________________

(1)The cash from the AMCI trust account is net of redemptions and the payment of pre-combination AMCI expenses.


	Recapitalization
Cash - AMCI trust account	$	64,090
Public Warrants and Private Placement Warrants recorded on the Closing Date	(4,624)
Cash - PIPE financing	155,000
Conversion of the AM SAFE	29,730
Transaction costs allocated to equity	(7,223)
	$	236,973
Less: par value of shares held by PIPE investors and public stockholders	(3)
Total additional paid-in capital from recapitalization	$	236,970

Reverse Recapitalization - Schedule of Shares (Details)	Feb. 08, 2023 shares
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	196,222,737
Percentage	100.00%
Legacy LanzaTech
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	167,324,363
Percentage	85.30%
Public Stockholders
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	10,398,374
Percentage	5.30%
PIPE Shares
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	18,500,000
Percentage	9.40%