0001628280-23-019166 | S-1/A | XBRL Viewer

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

Investments - Equity Method Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Equity Method Investment in LanzaJet	$ 9,835	$ 10,561	$ 24,752
Equity Security Investment in SGLT	14,990	14,990
Total Investment	$ 24,825	25,551	24,752
LanzaJet
Schedule of Equity Method Investments [Line Items]
Equity Method Investment in LanzaJet		$ 10,561	12,433
SGLT
Schedule of Equity Method Investments [Line Items]
Equity Method Investment in LanzaJet			$ 12,319

Description of the Business	3 Months Ended	12 Months Ended
Description of the Business	Mar. 31, 2023	Dec. 31, 2022
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.”	Description of the Business Effective October 28, 2021, LanzaTech New Zealand Limited filed a Certificate of Incorporation to form a new entity in Delaware, LanzaTech NZ, Inc. and migrated the country of domicile of its global headquarters from New Zealand to Delaware. The reporting entity is LanzaTech NZ, Inc. and its subsidiaries (collectively, “the Company” or "LanzaTech"). LanzaTech NZ, Inc. is a profit-oriented entity previously incorporated in New Zealand. The amendment of the Article of Incorporation was approved by the Board of Directors of LanzaTech and was effected by the filing of a Certificate of Incorporation with the Delaware Secretary of State. By using the Company’s proprietary fermentation technology, the Company’s customers can convert certain carbon-rich waste gases into fuels and chemicals.The Company licenses its technology to customers and sells biocatalysts used in the fermentation process. It also performs related services such as feasibility studies, engineering services, and research and development ("R&D") in biotechnology for commercial and government customers. The Company also purchases the low carbon ethanol produced at customer facilities employing the Company’s technology and sells it under the brand name CarbonSmart. As of December 31, 2022, the Company’s partners operate three commercial scale waste-to-gas ethanol plants in China, with others currently in development in various countries compared to two commercial scale waste-to-gas ethanol plants in Chain as of December 31, 2021. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Business Combination”). In connection with the Business Combination, AMCI will be renamed LanzaTech Global, Inc. (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech at a valuation of approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the ArcelorMittal ("AM") Simple Agreement for Future Equity ("SAFE") Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000 to $230,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. In connection with the Merger Agreement, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Business Combination.The transaction closed on February 8, 2023. Please refer to Note 16, Subsequent Events. 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.

Stock-Based Compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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

Stock option awards outstanding as of December 31, 2022 and changes during the period ended December 31, 2022 were as follows:


	Shares under option (thousands)	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (thousands)
Outstanding at January 1, 2022	16,822	$	1.50	6.16	$	27,796
Vested and expecting to vest at January 1, 2022	16,822	1.50		6.16	27,796
Exercisable at January 1, 2022	10,845	$	1.44	4.85	$	18,499

Exercised	(1,968)	1.60		—	3,520
Cancelled/forfeited	(191)	2.20		—	218
Expired	(2)	1.52		—	4
Outstanding at December 31, 2022	14,661	$	1.48	5.80	$	58,565
Vested and expecting to vest at December 31, 2022	14,661	1.48		5.80	58,565
Exercisable at December 31, 2022	11,203	$	1.44	5.15	$	45,204

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Adjusted Balance, After Ratio Conversion	Previously Reported	Revision of Prior Period, Adjustment	Common Stock Outstanding	Common Stock Outstanding Adjusted Balance, After Ratio Conversion	Common Stock Outstanding Previously Reported	Common Stock Outstanding Revision of Prior Period, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Adjusted Balance, After Ratio Conversion	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Revision of Prior Period, Adjustment	Accumulated Deficit	Accumulated Deficit Adjusted Balance, After Ratio Conversion	Accumulated Deficit Previously Reported	Accumulated Deficit Revision of Prior Period, Adjustment	Accumulated Other Comprehensive Income	Accumulated Other Comprehensive Income Adjusted Balance, After Ratio Conversion	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, 2020	112,558,444		25,729,542	86,828,902
Beginning balance, temporary equity at Dec. 31, 2020	$ 394,408		$ 394,408	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Exercise of warrants (in shares)	691,453
Exercise of a warrant, Series C and D Preferred Stock	$ 3,150
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021	129,148,393	129,148,393	29,521,810	99,626,583
Ending balance, temporary equity at Dec. 31, 2021	$ 480,631	$ 480,631	$ 480,631	$ 0
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2020					7,246,285		1,656,415	5,589,870
Balance at the beginning at Dec. 31, 2020	(311,216)		(311,216)	0	$ 1		$ 0	$ 1	$ 18,817		$ 18,818	$ (1)	$ (333,200)		$ (333,200)	$ 0	$ 3,166		$ 3,166	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,531								2,531
Repurchase of equity instruments	(396)								(396)
Net loss	(46,689)												(46,689)
Issuance of common stock upon exercise of options (in shares)					1,970,875
Issuance of common stock upon exercise of options	758								758
Foreign currency translation adjustments	$ 95																95
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021	9,217,160				9,217,160	9,217,160	2,106,934	7,110,226
Balance at the end at Dec. 31, 2021	$ (354,917)	$ (354,917)	$ (354,917)	$ 0	$ 1	$ 1	$ 0	$ 1	21,710	$ 21,710	21,711	(1)	(379,889)	$ (379,889)	(379,889)	0	3,261	$ 3,261	3,261	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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-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 adjustments	(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, 2021	129,148,393	129,148,393	29,521,810	99,626,583
Beginning balance, temporary equity at Dec. 31, 2021	$ 480,631	$ 480,631	$ 480,631	$ 0
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2022	129,148,393	129,148,393	29,521,810	99,626,583
Ending balance, temporary equity at Dec. 31, 2022	$ 480,631	$ 480,631	$ 480,631	$ 0
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021	9,217,160				9,217,160	9,217,160	2,106,934	7,110,226
Balance at the beginning at Dec. 31, 2021	$ (354,917)	$ (354,917)	(354,917)	0	$ 1	$ 1	$ 0	$ 1	21,710	21,710	21,711	(1)	(379,889)	(379,889)	(379,889)	0	3,261	3,261	3,261	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,527								2,527
Repurchase of equity instruments	(649)								(649)
Net loss	$ (76,356)												(76,356)
Issuance of common stock upon exercise of options (in shares)	1,968,000				1,204,891
Issuance of common stock upon exercise of options	$ 1,194								1,194
Foreign currency translation adjustments	$ (1,449)																(1,449)
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2022	10,422,051	10,422,051			10,422,051	10,422,051	2,382,358	8,039,693
Balance at the end at Dec. 31, 2022	$ (428,722)	$ (428,722)	$ (428,722)	$ 0	$ 1	$ 1	$ 0	$ 1	24,782	$ 24,782	$ 24,783	$ (1)	(456,245)	$ (456,245)	$ (456,245)	$ 0	2,740	$ 2,740	$ 2,740	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Exercise of warrants (in shares)	594,309
Exercise of a warrant, Series C and D Preferred Stock	$ 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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-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)
Issuance of Class B common stock to Sponsor (in shares)					153,895,644
Conversion of preferred stock into common stock	728,050				$ 15				728,035
Recapitalization, net of transaction expenses (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 adjustments	$ (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

Summary of Significant Accounting Policies - Segment Information (Details) - segment	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Number of operating segments	1	1

Subsequent Events	3 Months Ended	12 Months Ended
Subsequent Events	Mar. 31, 2023	Dec. 31, 2022
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.	Subsequent EventsThe Company has evaluated events occurring subsequent to December 31, 2022 through March 28, 2023, the date the consolidated financial statements were available to be issued. The Company has identified: Closing of the Business Combination On February 8, 2023 (the “Closing Date”), AMCI, consummated the previously announced Business Combination (refer to Note 1) pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the Merger Agreement), by and among the Merger Sub (AMCI, AMCI Merger Sub, Inc., a Delaware corporation) and LanzaTech NZ, Inc. Pursuant to the Merger Agreement, on the Closing Date, (i) AMCI changed its name to “LanzaTech Global, Inc.” (New LanzaTech), and (ii) Merger Sub merged with and into LanzaTech NZ, Inc., with LanzaTech NZ, Inc. as the surviving company in the Business Combination. After giving effect to such Business Combination, LanzaTech NZ, Inc. became a wholly owned subsidiary of New LanzaTech. The Business Combination will be accounted for as a reverse recapitalization. LanzaTech is deemed the accounting predecessor and New LanzaTech is the successor SEC registrant. Under this method of accounting, AMCI is treated as the acquired company for financial statement reporting purposes. Accordingly, the consolidated balance sheets and results of operations of LanzaTech will become the historical financial statements of New LanzaTech, and AMCI’s assets, liabilities and results of operations will be consolidated with LanzaTech’s beginning on the acquisition date. The net assets of LanzaTech will be recognized at carrying value, with no goodwill or other intangible assets recorded. The Company is still evaluating all of the accounting impacts of the Closing of the Business Combination, and will account for them in its consolidated financials for the period ended March 31, 2023. Forward Purchase Agreement On February 3, 2023, AMCI, LanzaTech NZ, Inc. and ACM ARRT H LLC (the "Seller") entered into an agreement (the "Forward Purchase Agreement") for an over-the-counter equity prepaid forward transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, the Seller can purchase up to 10,000,000 Class A common shares, par value $0.0001 per share, of AMCI before the Closing from holders of AMCI's common shares (other than AMCI), including from holders who have previously elected to redeem their AMCI's common shares (the “Recycled Shares”). As of the Closing Date, the Seller obtained 5,916,514 Recycled Shares on the open market for approximately $10.16 per share (“Redemption Price”), and such purchase price of $60.1 million was funded by the use of proceeds from the Business Combination deposited in a trust account, as a prepayment (“Prepayment Amount”) for the Forward Purchase Agreement redemption at the end of three years (“Maturity Date”). The Seller has the right at the end of three years to return the shares and keep the Prepayment Amount plus the fees described below, or may, at the Seller’s sole discretion, to partially or fully terminate this transaction over the course of the three year term by returning cash in an amount equal to the number of shares terminated from time to time (“Terminated Shares”) multiplied by the Redemption Price, which price may be reduced in the case of certain dilutive events (“Reset Price”). At the end of the three-year term, New LanzaTech is obligated to pay the Seller an amount equal to the product of (1) 7,500,000 less (b) the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”). In addition to the Prepayment Amount and the Maturity Consideration, on the Maturity Date, New LanzaTech shall pay to the Seller an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5.1 million (the “Share Consideration”). In addition, the Seller may request, at its sole discretion, warrants of New LanzaTech exercisable for shares in an amount equal to 10,000,000 less the number of Recycled Shares (“Shortfall Warrants”). The Shortfall Warrants warrants have an exercise price equal to the Reset Price. The form of the Shortfall Warrants shall be agreed upon by LanzaTech, AMCI and the Seller within 45 days of the executed Forward Purchase Agreement. The Seller has requested 4,083,486 Shortfall Warrants based on the number of Recycled Shares purchased. In connection with the Forward Purchase Agreement, the Seller assigned its rights, duties and obligations with respect to a portion of the shares purchased under the Forward Purchase Agreement to Vellar Opportunity Fund SPV LLC - Series 10.

Fair Value

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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	%

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 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.

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	—		%	—		%

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)

Fair Value

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


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

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


	Fair Value Measurement as of
	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	516	$	—	$	—	$	516

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

Warrants

The Company has warrants to purchase preferred shares outstanding as of December 31, 2022 and December 31, 2021 representing 985,278 preferred shares, for each period respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $3.36 to $4.56 as of each of December 31, 2022 and December 31, 2021.

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

The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the years ended December 31, 2022 and 2021, the Company recognized a change in the fair value of liabilities of approximately $(974) and $(563), respectively, on the consolidated statements of operations and comprehensive loss within other expense, net.

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

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


	December 31, 2022			December 31, 2021
Stock price	$	5.21		$	3.15
Weighted average exercise price	3.96			3.96
Term (in years)	1.1			2.8
Expected volatility	73.4		%	70.6		%
Risk-free interest rate	4.5		%	0.8		%
Expected dividend yield	—		%	—		%

SAFE Liabilities and AM SAFE Warrant

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

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

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


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

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


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

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

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


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


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE


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

- 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

Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Revenue Benchmark \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	62.00%	62.00%	61.00%	38.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	30.00%	19.00%	22.00%	27.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	22.00%	10.00%	15.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	8.00%	7.00%	12.00%
Accounts Receivable \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	41.00%		35.00%	35.00%

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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.

Income Taxes

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


	Year Ended December 31,
	2022		2021
United States	$	(73,271)	$	(39,860)

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

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

The following table is a reconciliation of income taxes computed at the statutory federal income tax rate (21.0% federal income tax rate in the United States for 2022 and 2021) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):


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

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

Deferred Taxes

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


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

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

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

At December 31, 2022 and 2021, the Company had $391,759 and $299,194, respectively, of tax losses and credits carried forward subject to shareholder continuity and acceptance in the countries where the Company has tax losses carried forward. R&D tax credits included within these amounts are $35,147 for both periods, which may be available to offset future income tax liabilities. At December 31, 2022 and 2021, the net operating loss and credit carryforwards are comprised of $318,382 and $239,559 in the United States, $29,691 and $22,203 in state and local, $43,655 and $39,705 in foreign jurisdictions, respectively. At December 31, 2022 and 2021, the Company had net operating loss carryforwards of approximately $146,467 and $136,454, respectively, that expire in various years from 2023 through 2037, plus $210,145 and $127,593, respectively, for which there is no expiration date.

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

In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2022 and 2021, a valuation allowance of $139,562 and $113,276, respectively, was recorded against certain deferred tax assets based on this assessment. The Company believes it is more-likely-than-not that the tax benefit of the remaining net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes.

The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized as of December 31, 2022 and 2021.

At December 31, 2022 and 2021, the Company had no tax liability or benefit related to uncertain tax positions. No interest or penalties related to uncertain taxes have been recognized on the accompanying consolidated statements of operations. Management does not expect a significant change in uncertain tax positions during the twelve months subsequent to December 31, 2022.

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

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

- 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
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-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
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-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

Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 9,646	$ 7,857	$ 37,343	$ 25,461
North America
Disaggregation of Revenue [Line Items]
Revenues	4,232	4,039	17,149	15,825
Europe, Middle East, Africa (EMEA)
Disaggregation of Revenue [Line Items]
Revenues	4,711	2,823	11,500	7,522
Asia
Disaggregation of Revenue [Line Items]
Revenues	50	410	5,752	1,477
Australia
Disaggregation of Revenue [Line Items]
Revenues	$ 653	$ 585	$ 2,942	$ 637

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

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

__________________

(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.

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.

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 calculations 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):


	Year Ended December 31,
	2022		2021
Numerator:
Net loss for basic and diluted earnings per common share	$	(76,356)	$	(46,689)
Unpaid cumulative dividends on preferred stock	(38,672)		(36,758)
Net loss allocated to common shareholders	$	(115,028)	$	(83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	9,302,080		8,585,999
Net loss per common share, basic and diluted(1)	$	(12.37)	$	(9.72)

__________________

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

As of December 31, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	Year Ended December 31,
	2022	2021
Redeemable convertible preferred stock (if converted)	129,148,393	129,148,393
Options	14,661,253	16,821,596
RSAs	2,535,825	2,535,825
Warrants	985,278	985,278
Total	147,330,749	149,491,092

Under the organizational documents of the Company, the preferred shares and undeclared dividends are convertible by the holder at any time at their option. In addition, the preferred shares will automatically convert into common shares upon either (i) the determination of the holders of certain requisite preferred shares of the Company (which determination will be submitted for approval by such stockholders in connection with the Business Combination described in Note 1, Description of the Business), or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, such as the Business Combination, unless such conversion is otherwise effected pursuant to clause (i) above). Such conversion would be at a 1:1 ratio, adjusted for certain corporate events. Upon conversion of the preferred shares, the cumulative accrued, declared and unpaid dividends will become payable. The total amount of cumulative accrued, undeclared and unpaid dividend is approximately $237 million. The additional 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 in the years ended December 31, 2022 and 2021, respectively, because doing so would be anti-dilutive.

In connection with the AM SAFE and Brookfield SAFE, see Note 7 - Fair Value, the Company could issue additional potential shares of common stock upon closing of the Business Combination. Further, under the AM SAFE warrant, additional potential shares of common stock could be issued upon closing of the Business Combination and exercise of the warrant. These potential shares of common stock have not been issued as of December 31, 2022. The per share issuance price for the AM SAFE and AM SAFE warrant upon closing of the Business Combination is 100% of the liquidity price. If another qualified liquidity event occurs instead, the issuance price is 90% of the liquidity price. The per share issuance price for the Brookfield SAFE upon closing of the Business Combination or any other qualified liquidity event is the liquidity price as defined in the Brookfield SAFE agreement.

Property, Plant, and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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


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

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

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

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 ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of rounds of investments \| investment_round				2
Transfer from Foreign Currency Translation to Equity Security Investment							$ 928,000
Impairment on equity method investments					$ 0		0	$ 0
Dividends from equity investments					0	$ 0	0	0
LanzaJet
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property	$ 15,000,000
Ownership percentage	37.50%			25.00%
Revenue from Contract with Customer, Excluding Assessed Tax					553,000	540,000	2,160,000	2,025,000
Deferred revenue					7,390,000		$ 8,062,000	10,746,000
Profit amortization period							15 years
Gain on dilution				$ 503,000
Contingent right to receive additional interest \| shares				45,000,000
Equity method investments cost				$ 0
Carrying value less than proportionate share of book value					3,800,000		$ 3,700,000	3,100,000
LanzaJet \| Intra-entity
Schedule of Equity Method Investments [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax					$ 118,000	$ 132,000		$ 527,000	$ 662,000
SGLT
Schedule of Equity Method Investments [Line Items]
Ownership percentage		30.00%	30.00%				9.31%	10.01%
Gain on dilution							$ 3,368,000	$ 3,048,000
Equity securities loss							$ 76,000
SGLT \| Intellectual Property
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property		$ 4,000,000	¥ 25,800

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	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 145,118	$ 83,045		$ 128,318
Restricted cash (presented within Other current assets)	668	665		414
Cash, cash equivalents and restricted cash	$ 145,786	$ 83,710	$ 108,627	$ 128,732	$ 60,909

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 08, 2023	Feb. 03, 2023	Mar. 08, 2022	Mar. 31, 2023	Dec. 31, 2022	Dec. 07, 2022	Nov. 09, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common shares, par value (in dollars per share)	$ 0.0001			$ 0.0001	$ 0.0001			$ 0.0001
Shares issued in transaction (in shares)	196,222,737
Sale of stock price (usd per share)						$ 10.00
Purchase price			$ 1,800.0
Agreement term		3 years
Sale of private placement warrants (in shares)	985,278	10,000,000			985,278		316,250	985,278
Shortfall Warrants
Subsequent Event [Line Items]
Sale of private placement warrants (in shares)		4,083,486
Maturity Consideration
Subsequent Event [Line Items]
Derivative instrument, contingent consideration, liability (shares)		7,500,000
Stock price (in usd per share)		$ 2.00
Share Consideration
Subsequent Event [Line Items]
Derivative instrument, contingent consideration, liability (shares)		500,000
Derivative liabilities		$ 5.1
Subsequent Event \| Shortfall Warrants
Subsequent Event [Line Items]
Warrants, notification period		45 days
Subsequent Event \| Forward Purchase Agreement
Subsequent Event [Line Items]
Shares issued in transaction (in shares)		5,916,514
Sale of stock price (usd per share)		$ 10.16
Purchase price		$ 60.1
Subsequent Event \| Forward Purchase Agreement \| Class A Common stock
Subsequent Event [Line Items]
Derivative instrument, contingent consideration, liability (shares)		10,000,000
Common shares, par value (in dollars per share)		$ 0.0001

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		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Net loss for basic and diluted earnings per common share	$ (63,312)	$ (16,778)	$ (76,356)	$ (46,689)
Unpaid cumulative dividends on preferred stock	(4,117)	(9,523)	(38,672)	(36,758)
Net loss allocated to common shareholders	$ (67,429)	$ (26,301)	$ (115,028)	$ (83,447)
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted-average shares used in calculating net loss per share, basic and diluted (in shares)	116,530,963	9,219,499	9,302,080,000	8,585,999,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)	116,530,963	9,219,499	9,302,080,000	8,585,999,000
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ (0.58)	$ (2.85)	$ (12.37)	$ (9.72)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ (0.58)	$ (2.85)	$ (12.37)	$ (9.72)

- 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

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

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

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+ Details

Description of the Business (Details) $ in Thousands	Mar. 31, 2023 USD ($) plant	Dec. 31, 2022 USD ($)	Mar. 31, 2022 plant	Dec. 31, 2021 USD ($)
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)	$ (6,621)		$ (7,059)
Warrants	$ 9,919	1,989		$ 1,729
Reclassification Of Warrants On Preferred Shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other accrued liabilities		2,119
Warrants		$ 2,119

Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	$ 2,119	$ 1,145	$ 1,145	$ 582
Conversion of warrants to preferred shares	5,889		0	0
Change in fair value of derivative liabilities	3,770	(41)	974	563
Derivative warrant liabilities at the end	0	1,104	2,119	1,145
AM SAFE liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	28,986	28,271	28,271	0
Conversion of warrants to preferred shares			0	28,271
Change in fair value of derivative liabilities	744	(148)	715	0
Derivative warrant liabilities at the end	0	28,123	28,986	28,271
AM SAFE warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	1,989	1,729	1,729	0
Conversion of warrants to preferred shares			0	1,729
Change in fair value of derivative liabilities	(189)	129	260	0
Derivative warrant liabilities at the end	0	1,858	1,989	1,729
Brookfield SAFE
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities at the beginning	50,000	$ 0	0
Conversion of warrants to preferred shares			50,000
Change in fair value of derivative liabilities	(30,600)		0
Derivative warrant liabilities at the end	$ 19,400		$ 50,000	$ 0

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 08, 2023	Feb. 03, 2023	Nov. 09, 2022
Related Party Transaction [Line Items]
Investments	$ 24,825		$ 25,551	$ 24,752
Revenue from related party transactions	973	$ 654	$ 2,970	$ 3,253
Notes receivable, commitment to purchase							$ 5,500
Sale of private placement warrants (in shares)			985,278	985,278	985,278	10,000,000	316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 3.36	$ 4.56	$ 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
Public 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	$ 185	$ 495
Related Party Investment Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	338	23		428
Related Party Supply Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	0	18	289	282
Related party fees	$ 249	$ 126	$ 645	$ 1,223

Fair Value

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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 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

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


	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

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.

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


	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)

Fair Value

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


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

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


	Fair Value Measurement as of
	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	516	$	—	$	—	$	516

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

Warrants

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


	December 31, 2022			December 31, 2021
Stock price	$	5.21		$	3.15
Weighted average exercise price	3.96			3.96
Term (in years)	1.1			2.8
Expected volatility	73.4		%	70.6		%
Risk-free interest rate	4.5		%	0.8		%
Expected dividend yield	—		%	—		%

SAFE Liabilities and AM SAFE Warrant

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


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

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


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

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


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


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE


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

- Definition

+ References + Details

SAFE	3 Months Ended	12 Months Ended
SAFE	Mar. 31, 2023	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
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.	SAFE AM SAFE In December 2021, the Company issued the AM SAFE that allows an investor to participate in future equity financings through a share-settled redemption of the invested amount. Upon the occurrence of a change of control, the investor has the right to receive the greater of (i) a cash payment equal to the invested amount under the AM SAFE, or (ii) the consideration payable in such change of control in respect of the number of common shares equal to the invested amount divided by the liquidity price set forth in the AM SAFE. Upon an initial public offering or a business combination with a special purpose acquisition company, the investor has the right to receive a number of common shares equal to the invested amount divided by the liquidity price set forth in the AM SAFE, except that if a business combination with a special purpose acquisition company involves a private placement of newly issued shares, the invested amount will be treated as participating in such private placement and exchanged for a number of common shares equal to the invested amount divided by the price per share applicable in such private placement (subject to a discount upon certain circumstances). The AM SAFE also contains change of control and initial public offering settlement alternatives described above, that settle differently upon a next round financing such that it allows the investor to participate in future equity financings through a share-settled redemption at a discounted price to the price paid by other investors. That is, upon a future equity financing involving preferred shares, the AM SAFE would be settled into a number of preferred shares equal to the invested amount of the AM SAFE divided by a percentage of the discounted price investors paid to purchase preferred shares in the financing, with such discounted price calculated as a percentage of the price investors paid to purchase preferred shares in the financing. The AM SAFE had not yet converted as a qualifying financing had not yet occurred as of December 31, 2022. As of December 31, 2022 and December 31, 2021, the AM SAFE had a fair value of $28,986 and $28,271, respectively. The AM SAFE was recorded within current liabilities on the consolidated balance sheet. Brookfield SAFE On October 2, 2022, LanzaTech entered into the Brookfield SAFE and received a cash payment of $50,000 as the Initial Purchase Amount. In exchange, the Company granted to Brookfield the right to certain shares of the Company's capital stock upon a Liquidity Event. If no Liquidity Event occurs prior to the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount less any Non-Repayable Amount (i.e. the Remaining Amount), plus interest on such Remaining Amount in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which the Company issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock) at Liquidity Event or Equity Financing’s share price. For each $50,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount will be reduced by $5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into shares of LanzaTech. Upon and after the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), at the Liquidity Event or Equity Financing's share price. The Remaining Amount may convert into LanzaTech or New LanzaTech capital stock, in the case of a de-SPAC Transaction, at any time at the sole option of Brookfield. The Brookfield SAFE had not yet converted as a qualifying financing had not yet occurred and no project investments were presented to Brookfield as of December 31, 2022. As of December 31, 2022, the Brookfield SAFE had a fair value of $50,000 and was recorded within non-current liabilities on the consolidated balance sheet. Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. There have been no investments in projects as of December 31, 2022.

Redeemable, Convertible Preferred Stock

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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.

Redeemable, Convertible Preferred Stock

The Company has 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 and December 31, 2021, are as follows (in thousands, except share and per share amounts):


	Shares Authorized	Shares Issued and Outstanding	Issue Price	Carrying Amount
Series A	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

There were no changes in redeemable convertible preferred stock issued and outstanding during the year ended December 31, 2022. The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price.

In March 2021, a warrant was exercised for a total issuance of 691,453 Series D preferred shares which led to an increase in redeemable convertible preferred stock of $3,150 during the year ended December 31, 2021. In April 2021, the Company closed a Series F round with the issuance of 15,898,496 Series F preferred shares for the net proceeds of $83,073.

Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of December 31, 2022, the preferred shares are not currently redeemable, and it is not probable that the preferred shares will become redeemable, since it is uncertain whether or when circumstances exist

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

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 08, 2023	Mar. 31, 2023	Dec. 31, 2021	Mar. 27, 2023	Feb. 03, 2023	Dec. 31, 2022	Nov. 09, 2022
Warrants
Number of warrants to purchase shares issued	985,278		985,278		10,000,000	985,278	316,250
Exercise of warrants (in shares)	594,309	594,309	691,453
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 9.91		$ 4.56			$ 3.36	$ 0.0575
Derivative warrant liabilities	$ 5,890
Number of warrants outstanding	12,574,200
Minimum
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 3.36		3.36			3.36
Maximum
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	4.56		$ 4.56			$ 4.56
AM SAFE Warrant
Warrants
Number of warrants to purchase shares issued		300,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 10.00	$ 10.00
Derivative warrant liabilities		$ 1,800
Shortfall Warrants
Warrants
Number of warrants to purchase shares issued					4,083,486
Derivative warrant liabilities				$ 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
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 \| 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
Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger		$ 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
Number of warrants outstanding	7,499,924	7,499,924
Private placement warrants
Warrants
Number of warrants outstanding	4,774,276	4,774,276

Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 9,646	$ 7,857	$ 37,343	$ 25,461
Carbon capture and transformation
Disaggregation of Revenue [Line Items]
Revenues	6,354	4,848	21,221	11,564
Licensing
Disaggregation of Revenue [Line Items]
Revenues	553	540	2,160	2,025
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	5,801	4,308	19,061	9,539
Research and development
Disaggregation of Revenue [Line Items]
Revenues	3,292	2,269	12,122	13,897
Joint development agreements
Disaggregation of Revenue [Line Items]
Revenues	2,036	1,027	6,021	11,700
Contract research
Disaggregation of Revenue [Line Items]
Revenues	1,256	1,242	6,101	2,197
CarbonSmart (tangible product)
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ 740	$ 4,000	$ 0

- Definition

+ References

+ Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023	Dec. 31, 2022
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.	Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP"). The consolidated financial statements include the accounts of LanzaTech NZ, Inc. and its wholly-owned consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Principles of Consolidation	Basis of Presentation and Principles of Consolidation The 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.	Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP"). The consolidated financial statements include the accounts of LanzaTech NZ, Inc. and its wholly-owned consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Variable Interest Entity	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.	As part of its evaluation, the Company makes judgments in determining whether an entity is a variable interest entity (“VIE”) and, if so, whether it is the primary beneficiary of the VIE and is thus required to consolidate the entity. A VIE is a legal entity that has a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. Our variable interest arises from contractual, ownership or other monetary interests in the entity, which change with fluctuations in the fair value of the entity’s net assets. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We consolidate a VIE when we are deemed to be the primary beneficiary. We assess whether or not we are the primary beneficiary of a VIE on an ongoing basis. If we are not deemed to be the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable US GAAP.The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they do not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting or at fair value (including, when applicable, the practicability exception to fair value under ASC 321-10-35). Refer to Note 5 - Investments, for further information. The Company is exposed to the VIEs’ losses and other impairment indicators up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable.
Going Concern	Going ConcernThe accompanying 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.	Going ConcernThe accompanying consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
Use of Estimates	Use of Estimates The preparation of 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.	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees, revenue recognized over time, AM SAFE, Brookfield SAFE and the AM SAFE warrants. The Company uses the percentage of completion for both input and output methods to recognize revenue over time for certain contract with a customer. Under the output method, the Company exercises judgment and estimation when determining the percentage of completion against the total transaction price initially estimated. Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance. Additionally, most of our arrangements provide fixed consideration, however, when there are variable consideration elements, the Company estimates the transaction price and whether revenue should be constrained. Significant estimates and judgments are also used when a material right is provided to the customer. In these instances, the Company estimates the stand-alone selling price and apportions the total transaction price to this material right. Refer to Revenue Recognition section in Note 2 hereunder. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.
Segment Information	Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. While the Company offers a variety of services and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company’s service offerings are delivered and supported on a global basis, most of the Company’s service offerings are deployed in a similar way, and the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for components below the consolidated level. Accordingly, the Company has determined that it has a single reportable and operating segment. See Note 5 - Revenues, for disaggregation of the Company’s revenues by customer location and contract type.	Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. While the Company offers a variety of services and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company’s service offerings are delivered and supported on a global basis, most of the Company’s service offerings are deployed in a similar way, and the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for components below the consolidated level. Accordingly, the Company has determined that it has a single reportable and operating segment. See Note 4, Revenues, for disaggregation of the Company’s revenues by customer location and contract type.
Foreign Currencies	Foreign Currencies The Company’s reporting currency is the U.S. Dollar. The Company has certain foreign subsidiaries where the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are 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.	Foreign Currencies The Company’s reporting currency is the U.S. Dollar. The Company has certain foreign subsidiaries where the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as an adjustment in accumulated other comprehensive income (loss). The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized and unrealized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within other expense, net in the consolidated statements of operations and comprehensive loss.
Cash and Cash Equivalents, Cash Equivalents, and Restricted Cash	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of 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.	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2022 and December 31, 2021, the Company had $83,045 and $128,318 of cash and cash equivalents, respectively. Restricted Cash and Other Cash Flows from Operating ActivitiesThe Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank.
Trade and Other Receivables	Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience.	Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience.
Other Current Assets		Other Current Assets Other current assets consist of prepaid expenses, materials and supplies, and other assets. Material and supplies consist of spare parts and consumables used for research and research equipment and is stated at the weighted average cost.
Property, Plant and Equipment, net		Property, Plant and Equipment, net Property and equipment are stated at cost and include improvements that significantly increase capacities or extend the useful lives of existing plant and equipment. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Useful lives range from three to five years for instruments and equipment, three to five years for office equipment and furniture and software, five years for vehicles and, for leasehold improvements, the shorter of the life of the improvement or the remaining term of the lease. The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted. Upon retirement or disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses, if any, are recorded in the consolidated statements of operations and comprehensive loss. Net gains or losses related to asset dispositions are recognized in earnings in the period in which dispositions occur. Routine maintenance, repairs and replacements are expensed as incurred.
Leases		Leases The Company determines if an arrangement is a lease at inception. Lease agreements under which the Company is a lessee are evaluated to classify the lease as a finance or operating lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company accounts for lease components and non-lease components as a single lease component.
Impairment of Long-Lived Assets		Impairment of Long-Lived Assets The Company performs a recoverability assessment of each of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indicators may include, but are not limited to, adverse changes in the regulatory environment in a jurisdiction where the Company operates, a decision to discontinue the development of a long-lived asset, early termination of a significant customer contract, or the introduction of newer technology. When performing a recoverability assessment, the Company measures whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its carrying value. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. Management develops the assumptions used in the recoverability assessment based on active contracts as well as information received from third-party industry sources.
Equity Method Investments		Equity Method Investments Investments in entities over which the Company has significant influence, but not control, are accounted for using the equity method of accounting. Gain or loss from equity method investees, net, represents the Company’s proportionate share of net income or loss of its equity method investees and any gains or losses resulting from transactions in the investee’s equity. Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred. When a loss is deemed to have occurred and is other than temporary, the carrying value of the equity method investment is written down to fair value. In evaluating whether a loss is other than temporary, the Company considers the length of time for which the conditions have existed and its intent and ability to hold the investment.
Equity Security Investments		Equity Security Investments Investments in entities over which the Company has neither significant influence, nor control, are accounted for as an equity security. For investments where the fair value is not readily determinable, the Company will account for its investment using the alternative measurement principals as permitted under Accounting Standards Codification ("ASC") 321, Investments — Equity Securities. Subsequently, under the alternative measurement method, the Company will adjust the carrying value for observable changes in price and will reassess whether its investment continues to qualify for such method. Additionally, the Company will perform a qualitative assessment and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than its carrying value. The changes in value and impairment charges (if any), are recorded in other expense, net in the consolidated statement of operations
ArcelorMittal Simple Agreement for Future Equity (“AM SAFE”)	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.	ArcelorMittal Simple Agreement for Future Equity (“AM SAFE”)In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The Company determined that the AM SAFE was not legal form debt (i.e., no creditors’ rights). The AM SAFE includes a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the AM SAFE is classified as mark-to-market liability pursuant to ASC 480, Distinguishing Liability from Equity (“ASC 480”)
Brookfield SAFE		Brookfield SAFE On October 2, 2022, the Company entered into a SAFE with Brookfield (the "Brookfield SAFE"). Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $50,000 (the “Initial Purchase Amount”). The Brookfield SAFE is legal form debt. Management has elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments. As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as mark-to-market liability.
Warrants	Warrants The Company 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	Warrants The Company has issued warrants to purchase its preferred shares that remain outstanding as of December 31, 2022 and 2021 representing 985,278 preferred shares, for each period respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $3.36 to $4.56 as of each of December 31, 2022 and 2021. The Company accounts for these warrants as liabilities based upon the characteristics and provisions of each instrument. The liabilities are included in other accrued liabilities on the Company's consolidated balance sheets at their fair value on the date of issuance and are revalued in each subsequent reporting period until such instruments are exercised or expire. The change in fair value between reporting periods is included in other expense, net in the consolidated statements of operations and comprehensive loss. Further, the warrant related to the AM SAFE (“AM SAFE warrant”) of $1,989 is accounted for as a liability. The AM SAFE warrant is exercisable upon the earliest to occur of a business combination with a special purpose acquisition corporation, an initial public offering, a change in control and a future round of financing involving preferred shares (collectively, the “Corporate Transactions”). The number of shares available under the AM SAFE warrant equals $3,000 divided by the exercise price. The exercise price is the price per share of the PIPE shares in the case of a business combination with a special purpose acquisition corporation or 90% of the price per share in connection with the other Corporate Transactions. The AM SAFE warrant expires at the earliest of (a) the fifth anniversary of the first Corporate Transaction, (b) the consummation of a dissolution event, (c) a change of control, and (d) the date that is the ten-year anniversary of issuance of the AM SAFE warrant. This liability is recorded in current liabilities on the Company's consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expires. The change in fair value between reporting periods is included in other expense, net in the consolidated statements of operations and comprehensive loss.
Long-Term Debt and Debt Issuance Costs		Long-Term Debt and Debt Issuance Costs The Company’s debt consists of credit facilities with financial institutions. Costs directly related to the issuance of debt are reported on the consolidated balance sheets as a reduction from the carrying amount of the recognized debt liability and amortized over the term of the debt using the effective interest method. The only legal form debt outstanding as of December 31, 2022 is the Brookfield SAFE, which is accounted for under the FVO as described above. There is no debt outstanding as of December 31, 2021. On September 28, 2021, the Company received notice of forgiveness for the Paycheck Protection Program (the “PPP Loan”) granted in 2020 under the Coronavirus Aid, Relief and Economic Security Act, for the total obligation of $3,065. The Company recorded the gain on extinguishment in the 2021 consolidated statement of operations and comprehensive loss.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company primarily earns revenue from services related to 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.	Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company primarily earns revenue from services related to carbon capture and transformation technology, which includes: feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts. The other two revenue streams are joint development and contract research activities to develop novel biocatalysts and related technologies and sale of ethanol produced using the Company’s proprietary technologies (referred to as CarbonSmart Ethanol). Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. Management has evaluated the terms of the Company’s arrangements and determined that they do not contain significant financing components. Carbon Capture and Transformation The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of microbes and media. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method as performance obligations are satisfied. Revenue for the sale of microbes and media is at a point in time, depending on when control transfers to the customer. The Company licenses intellectual property to generate recurring revenue when its customers deploy our technology in their carbon capture and transformation plants. When licenses are considered to be distinct performance obligations, the recognition of revenue is dependent on the terms of the contract, which may include fixed consideration or royalties based on sales or usage, in which case, the revenue is recognized when the subsequent sale or usage occurs or when the performance obligation to which some or all of the sales or usage-based royalty is allocated has been satisfied, whichever is later. Research and Development Services The Company performs R&D services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and other contract research, including projects with the U.S. Department of Energy and other US and foreign government agencies. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when payments are contingent upon the achievement of such milestones, or based on percentage-completion method when enforceable rights to payment exist. When no milestones or phases are clearly defined, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606, and estimates its variable consideration under the expected value method. Revenue is not recognized in advance of customer acceptance of a milestone when such acceptance is contractually required. Payments for R&D services with no contractual payments are not due from customers until a technical report is submitted; therefore, a contract asset is recognized at milestone completion but prior to the submission of a technical report. The contract asset represents the Company’s right to consideration for the services performed at milestone completion. Occasionally, customers provide payments in advance of the Company providing services which creates a contract liability for the Company. The contract liability represents the Company's obligation to provide services to a customer. Collaboration Arrangements The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transaction under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue. CarbonSmart The Company acquires ethanol from customers who have deployed our proprietary technologies in their carbon capture and transformation facilities and sells it as CarbonSmart ethanol to end customers. Revenue is recognized at a point in time when control transfers to our end customer, which varies depending on the shipping terms. The Company acts as the principal in such transactions and accordingly, recognizes revenue and cost of revenues on a gross basis. Amounts received for sales of CarbonSmart ethanol are classified as Revenue from contract with customers - tangible products in the consolidated statements of operations and comprehensive loss.
Cost of Revenues		Cost of Revenues The Company’s R&D, engineering, and other direct costs of services and goods related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenue. Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits.
Research and Development		Research and Development We incur costs associated with various R&D activities and expense these costs as incurred.
Stock-Based Compensation		Stock-Based Compensation In exchange for certain employee and director services, compensation is given in the form of equity awards. The Company accounts for equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Accordingly, equity-classified awards are recorded based on the grant date fair value and expensed over the requisite service period for the respective award. The Company’s equity-based awards include stock option awards and restricted stock issued by the Company, which vest based on either time or the achievement of certain performance conditions. The Company records forfeitures as they occur. Compensation expense resulting from time-vesting-based awards is recognized in the Company’s consolidated statements of operations and comprehensive loss, primarily within research and development expenses, at the grant date fair value over the requisite service period. Compensation expense resulting from performance awards recognized over the requisite service period when it is probable that the performance condition will be met. The calculated compensation expense for performance awards is adjusted based on an estimate of awards ultimately expected to vest. The Company estimates grant date fair value using a Black-Scholes option pricing model that uses assumptions including expected volatility, expected term, and the expected risk-free rate of return. The Company has determined that the Black-Scholes option pricing model, as well as the underlying assumptions used in its application, is appropriate in estimating the fair value of its award grants.
Benefit Plans		Benefit PlansThe Company sponsors a 401(k) defined contribution retirement plan for the benefit of its employees, substantially all of whom are eligible to participate after meeting minimum qualifying requirements. Contributions to the plan are at the discretion of the Company.
Income Taxes		Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred income tax assets are evaluated to determine if valuation allowances are required or should be adjusted. Valuation allowances are established based on a more likely than not standard. The ability to realize deferred tax assets depends on the Company’s ability to generate sufficient taxable income within the carry back or carryforward periods provided for in the tax law for each tax jurisdiction. The Company considers the various possible sources of taxable income when assessing the realization of its deferred tax assets. The valuation allowances recorded against deferred tax assets generated by taxable losses in certain jurisdictions will affect the provision for income taxes until the valuation allowances are released. The Company’s provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated. The Company records uncertain tax positions on the basis of a two-step process whereby it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the more likely than not criteria, the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority is recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.
Related Party Transactions		Related Party Transactions The Company follows ASC 850-10, Related Party Transactions, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Net Loss Per Share		Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period. Diluted net loss per share reflects potential dilution and is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable.
Fair Value of Financial Instruments	Fair Value 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.	Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access; Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability.
Concentration of Credit Risk	Concentration of Credit Risk 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.	Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2022 and 2021 was approximately 61% and 38%, respectively. As of December 31, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers located outside the United States.
Recent Accounting Pronouncements	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.	Recently Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of US GAAP. The Company adopted ASU 2019-12 as of January 1, 2021 with no material impact on its consolidated financial statements.

Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 9,646	$ 7,857	$ 37,343	$ 25,461
Carbon capture and transformation
Disaggregation of Revenue [Line Items]
Revenues	6,354	4,848	21,221	11,564
Licensing
Disaggregation of Revenue [Line Items]
Revenues	553	540	2,160	2,025
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	5,801	4,308	19,061	9,539
Research and development
Disaggregation of Revenue [Line Items]
Revenues	3,292	2,269	12,122	13,897
Joint development agreements
Disaggregation of Revenue [Line Items]
Revenues	2,036	1,027	6,021	11,700
Contract research
Disaggregation of Revenue [Line Items]
Revenues	1,256	1,242	6,101	2,197
CarbonSmart (tangible product)
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ 740	$ 4,000	$ 0

- Definition

+ References

+ Details

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	Dec. 31, 2020
Temporary Equity [Line Items]
Shares authorized (in shares)	20,000,000	130,133,670		130,133,670
Shares issued (in shares)	0	129,148,393		129,148,393
Shares outstanding (in shares)	0	129,148,393	129,148,393	129,148,393	112,558,444
Carrying Amount	$ 0	$ 480,631	$ 480,631	$ 480,631	$ 394,408
Series A
Temporary Equity [Line Items]
Shares authorized (in shares)		20,414,445		20,414,445
Shares issued (in shares)		20,414,445		20,414,445
Shares outstanding (in shares)		20,414,445		20,414,445
Carrying Amount		$ 12,230		$ 12,230
Series A \| Minimum
Temporary Equity [Line Items]
Issue price (in dollars per share)		$ 0.40		$ 0.40	$ 1.75
Series A \| Maximum
Temporary Equity [Line Items]
Issue price (in dollars per share)		$ 0.90		$ 0.90	$ 3.94
Series B
Temporary Equity [Line Items]
Shares authorized (in shares)		7,582,934		7,582,934
Shares issued (in shares)		7,582,934		7,582,934
Shares outstanding (in shares)		7,582,934		7,582,934
Issue price (in dollars per share)		$ 2.37		$ 2.37
Carrying Amount		$ 18,000		$ 18,000
Series C
Temporary Equity [Line Items]
Shares authorized (in shares)		18,613,084		18,613,084
Shares issued (in shares)		18,121,698		18,121,698
Shares outstanding (in shares)		18,121,698		18,121,698
Issue price (in dollars per share)		$ 3.36		$ 3.36
Carrying Amount		$ 60,850		$ 60,850
Series D
Temporary Equity [Line Items]
Shares authorized (in shares)		44,946,572		44,946,572
Shares issued (in shares)		44,452,681		44,452,681
Shares outstanding (in shares)		44,452,681		44,452,681
Issue price (in dollars per share)		$ 4.56		$ 4.56
Carrying Amount		$ 188,402		$ 188,402
Series E
Temporary Equity [Line Items]
Shares authorized (in shares)		22,678,139		22,678,139
Shares issued (in shares)		22,678,139		22,678,139
Shares outstanding (in shares)		22,678,139		22,678,139
Issue price (in dollars per share)		$ 5.23		$ 5.23
Carrying Amount		$ 118,076		$ 118,076
Series F
Temporary Equity [Line Items]
Shares authorized (in shares)		15,898,496		15,898,496
Shares issued (in shares)		15,898,496		15,898,496
Shares outstanding (in shares)		15,898,496		15,898,496
Issue price (in dollars per share)		$ 5.23		$ 5.23
Carrying Amount		$ 83,073		$ 83,073

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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).

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.

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.

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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

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

The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they do not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting or at fair value (including, when applicable, the practicability exception to fair value under ASC 321-10-35). Refer to Note 5 - Investments, for further information. The Company is exposed to the VIEs’ losses and other impairment indicators up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 12, Related Party Transactions, for further details on the transactions with VIEs.

Going Concern

The accompanying consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash and cash equivalents of $83,045 and an accumulated deficit of $(456,245) as of December 31, 2022 and cash outflows from operations of $(84,703) and a net loss of $(76,356) for the year ended December 31, 2022.

The Company has historically funded its operations through debt financing and issuance of equity securities. Based on the Company’s financial position as of the date these consolidated financial statements were available to be issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months with cash on hand. Further, as a result of the Business Combination described in Note 1 closing on February 8, 2023, the Company received $153,042, which represents the proceeds from the Business Combination received net of transaction expenses paid at Closing and the amount paid to ACM ARRT H LLC in relation to the Forward Purchase Agreement. Accordingly, the Company’s consolidated financial statements have been prepared on the basis that it will continue as a going concern.

Use of Estimates

liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees, revenue recognized over time, AM SAFE, Brookfield SAFE and the AM SAFE warrants.

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

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

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

Segment Information

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

Foreign Currencies

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

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2022 and December 31, 2021, the Company had $83,045 and $128,318 of cash and cash equivalents, respectively.

Restricted Cash and Other Cash Flows from Operating Activities

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


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

Trade and Other Receivables

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

Other Current Assets

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

Property, Plant and Equipment, net

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

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

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

Leases

The Company determines if an arrangement is a lease at inception. Lease agreements under which the Company is a lessee are evaluated to classify the lease as a finance or operating lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company accounts for lease components and non-lease components as a single lease component.

Impairment of Long-Lived Assets

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

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

Management develops the assumptions used in the recoverability assessment based on active contracts as well as information received from third-party industry sources. The Company did not record an impairment during the years ended December 31, 2022 and 2021.

Equity Method Investments

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

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

Equity Security Investments

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

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

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

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

Brookfield SAFE

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

Warrants

The Company has issued warrants to purchase its preferred shares that remain outstanding as of December 31, 2022 and 2021 representing 985,278 preferred shares, for each period respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $3.36 to $4.56 as of each of December 31, 2022 and 2021. The Company accounts for these warrants as liabilities based upon the characteristics and provisions of each instrument. The liabilities are included in other accrued liabilities on the Company's consolidated balance sheets at their fair value on the date of issuance and are revalued in each subsequent reporting period until such instruments are exercised or expire. The change in fair value between reporting periods is included in other expense, net in the consolidated statements of operations and comprehensive loss.

Further, the warrant related to the AM SAFE (“AM SAFE warrant”) of $1,989 is accounted for as a liability. The AM SAFE warrant is exercisable upon the earliest to occur of a business combination with a special purpose acquisition corporation, an initial public offering, a change in control and a future round of financing involving preferred shares (collectively, the “Corporate Transactions”). The number of shares available under the AM SAFE warrant equals $3,000 divided by the exercise price. The exercise price is the price per share of the PIPE shares in the case of a business combination with a special purpose acquisition corporation or 90% of the price per share in connection with the other Corporate Transactions. The AM SAFE warrant expires at the earliest of (a) the fifth anniversary of the first Corporate Transaction, (b) the consummation of a dissolution event, (c) a change of control, and (d) the date that is the ten-year anniversary of issuance of the AM SAFE warrant. This liability is recorded in current liabilities on the Company's consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expires. The change in fair value between reporting periods is included in other expense, net in the consolidated statements of operations and comprehensive loss.

Long-Term Debt and Debt Issuance Costs

The Company’s debt consists of credit facilities with financial institutions. Costs directly related to the issuance of debt are reported on the consolidated balance sheets as a reduction from the carrying amount of the recognized debt liability and amortized over the term of the debt using the effective interest method. The only legal form debt outstanding as of December 31, 2022 is the Brookfield SAFE, which is accounted for under the FVO as described above. There is no debt outstanding as of December 31, 2021.

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

Revenue Recognition

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

Carbon Capture and Transformation

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

Research and Development Services

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

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

Collaboration Arrangements

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

CarbonSmart

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

a point in time when control transfers to our end customer, which varies depending on the shipping terms. The Company acts as the principal in such transactions and accordingly, recognizes revenue and cost of revenues on a gross basis. Amounts received for sales of CarbonSmart ethanol are classified as Revenue from contract with customers - tangible products in the consolidated statements of operations and comprehensive loss.

Cost of Revenues

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

Research and Development

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

Stock-Based Compensation

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

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

Benefit Plans

The Company sponsors a 401(k) defined contribution retirement plan for the benefit of its employees, substantially all of whom are eligible to participate after meeting minimum qualifying requirements. Contributions to the plan are at the discretion of the Company. For the years ended December 31, 2022 and 2021, the Company contributed $987 and $720, respectively, to the plan, which contributions are included within research and development expense in the consolidated statements of operations and comprehensive loss.

Income Taxes

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

Deferred income tax assets are evaluated to determine if valuation allowances are required or should be adjusted. Valuation allowances are established based on a more likely than not standard. The ability to realize deferred tax assets depends on the Company’s ability to generate sufficient taxable income within the carry back or carryforward periods provided for in the tax law for each tax jurisdiction. The Company considers the various

possible sources of taxable income when assessing the realization of its deferred tax assets. The valuation allowances recorded against deferred tax assets generated by taxable losses in certain jurisdictions will affect the provision for income taxes until the valuation allowances are released. The Company’s provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated.

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

Related Party Transactions

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

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Refer to Note 5 - Investments, and Note 12, Related Party Transactions, for further information.

Net Loss Per Share

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

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

Shareholders’ Equity

The securities of the Company are represented by common shares, par value $0.0001 per share. Each common share is entitled to one vote. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all common shares shall participate pro rata in such payment whenever funds are legally available and when declared by the Board of Directors of the Company, subject to the prior rights of holders of all classes of stock outstanding.

Fair Value of Financial Instruments

use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

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

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

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

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

Concentration of Credit Risk and Other Risks and Uncertainties

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

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

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

Customers

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


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

Recently Adopted Accounting Pronouncements

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

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

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.

Commitments and Contingencies

Litigation

The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of December 31, 2022 and December 31, 2021, the Company does not have any reasonably possible or probable losses from such claims.

Commitments

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

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


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

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		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Net loss for basic and diluted earnings per common share	$ (63,312)	$ (16,778)	$ (76,356)	$ (46,689)
Unpaid cumulative dividends on preferred stock	(4,117)	(9,523)	(38,672)	(36,758)
Net loss allocated to common shareholders	$ (67,429)	$ (26,301)	$ (115,028)	$ (83,447)
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted-average shares used in calculating net loss per share, basic and diluted (in shares)	116,530,963	9,219,499	9,302,080,000	8,585,999,000
Weighted average shares outstanding of Class B common stock - diluted (in shares)	116,530,963	9,219,499	9,302,080,000	8,585,999,000
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ (0.58)	$ (2.85)	$ (12.37)	$ (9.72)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ (0.58)	$ (2.85)	$ (12.37)	$ (9.72)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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

+ References

+ Details

- Definition

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

+ References

+ Details

Fair Value - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Warrants	$ 9,919	$ 1,989	$ 1,729
Brookfield SAFE liability		50,000
AM SAFE liability	0	28,986	28,271
Fair Value, Recurring
Assets:
Cash equivalents	31,397	523	516
Liabilities:
Warrants		2,119	1,145
Brookfield SAFE liability	19,400	50,000
AM SAFE liability		28,986	28,271
Total liabilities	36,286	83,094	31,145
Fair Value, Recurring \| AM SAFE warrant
Liabilities:
Warrants		1,989	1,729
Fair Value, Recurring \| Level 1
Assets:
Cash equivalents	31,397	523	516
Liabilities:
Warrants		0	0
Brookfield SAFE liability	0	0
AM SAFE liability		0	0
Total liabilities	2,189	0	0
Fair Value, Recurring \| Level 1 \| AM SAFE warrant
Liabilities:
Warrants		0	0
Fair Value, Recurring \| Level 2
Assets:
Cash equivalents	0	0	0
Liabilities:
Warrants		0	0
Brookfield SAFE liability	0	0
AM SAFE liability		0	0
Total liabilities	0	0	0
Fair Value, Recurring \| Level 2 \| AM SAFE warrant
Liabilities:
Warrants		0	0
Fair Value, Recurring \| Level 3
Assets:
Cash equivalents	0	0	0
Liabilities:
Warrants		2,119	1,145
Brookfield SAFE liability	19,400	50,000
AM SAFE liability		28,986	28,271
Total liabilities	$ 34,097	83,094	31,145
Fair Value, Recurring \| Level 3 \| AM SAFE warrant
Liabilities:
Warrants		$ 1,989	$ 1,729

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

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


	Year Ended December 31,
	2022		2021
United States	$	(73,271)	$	(39,860)

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

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


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

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

Deferred Taxes

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


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

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

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

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

- Definition

+ References

+ Details

AM SAFE	3 Months Ended	12 Months Ended
AM SAFE	Mar. 31, 2023	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
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.	SAFE AM SAFE In December 2021, the Company issued the AM SAFE that allows an investor to participate in future equity financings through a share-settled redemption of the invested amount. Upon the occurrence of a change of control, the investor has the right to receive the greater of (i) a cash payment equal to the invested amount under the AM SAFE, or (ii) the consideration payable in such change of control in respect of the number of common shares equal to the invested amount divided by the liquidity price set forth in the AM SAFE. Upon an initial public offering or a business combination with a special purpose acquisition company, the investor has the right to receive a number of common shares equal to the invested amount divided by the liquidity price set forth in the AM SAFE, except that if a business combination with a special purpose acquisition company involves a private placement of newly issued shares, the invested amount will be treated as participating in such private placement and exchanged for a number of common shares equal to the invested amount divided by the price per share applicable in such private placement (subject to a discount upon certain circumstances). The AM SAFE also contains change of control and initial public offering settlement alternatives described above, that settle differently upon a next round financing such that it allows the investor to participate in future equity financings through a share-settled redemption at a discounted price to the price paid by other investors. That is, upon a future equity financing involving preferred shares, the AM SAFE would be settled into a number of preferred shares equal to the invested amount of the AM SAFE divided by a percentage of the discounted price investors paid to purchase preferred shares in the financing, with such discounted price calculated as a percentage of the price investors paid to purchase preferred shares in the financing. The AM SAFE had not yet converted as a qualifying financing had not yet occurred as of December 31, 2022. As of December 31, 2022 and December 31, 2021, the AM SAFE had a fair value of $28,986 and $28,271, respectively. The AM SAFE was recorded within current liabilities on the consolidated balance sheet. Brookfield SAFE On October 2, 2022, LanzaTech entered into the Brookfield SAFE and received a cash payment of $50,000 as the Initial Purchase Amount. In exchange, the Company granted to Brookfield the right to certain shares of the Company's capital stock upon a Liquidity Event. If no Liquidity Event occurs prior to the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount less any Non-Repayable Amount (i.e. the Remaining Amount), plus interest on such Remaining Amount in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which the Company issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock) at Liquidity Event or Equity Financing’s share price. For each $50,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount will be reduced by $5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into shares of LanzaTech. Upon and after the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), at the Liquidity Event or Equity Financing's share price. The Remaining Amount may convert into LanzaTech or New LanzaTech capital stock, in the case of a de-SPAC Transaction, at any time at the sole option of Brookfield. The Brookfield SAFE had not yet converted as a qualifying financing had not yet occurred and no project investments were presented to Brookfield as of December 31, 2022. As of December 31, 2022, the Brookfield SAFE had a fair value of $50,000 and was recorded within non-current liabilities on the consolidated balance sheet. Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. There have been no investments in projects as of December 31, 2022.

Net Loss Per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of calculation of basic and diluted 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)

__________________

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


	Year Ended December 31,
	2022		2021
Numerator:
Net loss for basic and diluted earnings per common share	$	(76,356)	$	(46,689)
Unpaid cumulative dividends on preferred stock	(38,672)		(36,758)
Net loss allocated to common shareholders	$	(115,028)	$	(83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	9,302,080		8,585,999
Net loss per common share, basic and diluted(1)	$	(12.37)	$	(9.72)

__________________

Schedule of antidilutive securities excluded from computation of earnings per share

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

As of December 31, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	Year Ended December 31,
	2022	2021
Redeemable convertible preferred stock (if converted)	129,148,393	129,148,393
Options	14,661,253	16,821,596
RSAs	2,535,825	2,535,825
Warrants	985,278	985,278
Total	147,330,749	149,491,092

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets, Current [Abstract]
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
Liabilities, Current [Abstract]
Accounts payable	11,522	7,455
Other accrued liabilities	4,143	6,621
AM SAFE liability	0	28,986
Warrants	9,919	1,989
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 (see note 15)
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
Stockholders' Equity Attributable to Parent [Abstract]
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’ equity (deficit)	229,812	(428,722)
Total liabilities, contingently redeemable preferred stock, and shareholders' equity	$ 307,957	176,856
Adjusted Balance, After Ratio Conversion
Liabilities, Current [Abstract]
Other accrued liabilities		4,502
Warrants		4,108
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		480,631
Stockholders' Equity Attributable to Parent [Abstract]
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		1
Additional paid-in capital		24,782
Total shareholders’ equity (deficit)		$ (428,722)

Subsequent Events	3 Months Ended	12 Months Ended
Subsequent Events	Mar. 31, 2023	Dec. 31, 2022
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.	Subsequent EventsThe Company has evaluated events occurring subsequent to December 31, 2022 through March 28, 2023, the date the consolidated financial statements were available to be issued. The Company has identified: Closing of the Business Combination On February 8, 2023 (the “Closing Date”), AMCI, consummated the previously announced Business Combination (refer to Note 1) pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the Merger Agreement), by and among the Merger Sub (AMCI, AMCI Merger Sub, Inc., a Delaware corporation) and LanzaTech NZ, Inc. Pursuant to the Merger Agreement, on the Closing Date, (i) AMCI changed its name to “LanzaTech Global, Inc.” (New LanzaTech), and (ii) Merger Sub merged with and into LanzaTech NZ, Inc., with LanzaTech NZ, Inc. as the surviving company in the Business Combination. After giving effect to such Business Combination, LanzaTech NZ, Inc. became a wholly owned subsidiary of New LanzaTech. The Business Combination will be accounted for as a reverse recapitalization. LanzaTech is deemed the accounting predecessor and New LanzaTech is the successor SEC registrant. Under this method of accounting, AMCI is treated as the acquired company for financial statement reporting purposes. Accordingly, the consolidated balance sheets and results of operations of LanzaTech will become the historical financial statements of New LanzaTech, and AMCI’s assets, liabilities and results of operations will be consolidated with LanzaTech’s beginning on the acquisition date. The net assets of LanzaTech will be recognized at carrying value, with no goodwill or other intangible assets recorded. The Company is still evaluating all of the accounting impacts of the Closing of the Business Combination, and will account for them in its consolidated financials for the period ended March 31, 2023. Forward Purchase Agreement On February 3, 2023, AMCI, LanzaTech NZ, Inc. and ACM ARRT H LLC (the "Seller") entered into an agreement (the "Forward Purchase Agreement") for an over-the-counter equity prepaid forward transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, the Seller can purchase up to 10,000,000 Class A common shares, par value $0.0001 per share, of AMCI before the Closing from holders of AMCI's common shares (other than AMCI), including from holders who have previously elected to redeem their AMCI's common shares (the “Recycled Shares”). As of the Closing Date, the Seller obtained 5,916,514 Recycled Shares on the open market for approximately $10.16 per share (“Redemption Price”), and such purchase price of $60.1 million was funded by the use of proceeds from the Business Combination deposited in a trust account, as a prepayment (“Prepayment Amount”) for the Forward Purchase Agreement redemption at the end of three years (“Maturity Date”). The Seller has the right at the end of three years to return the shares and keep the Prepayment Amount plus the fees described below, or may, at the Seller’s sole discretion, to partially or fully terminate this transaction over the course of the three year term by returning cash in an amount equal to the number of shares terminated from time to time (“Terminated Shares”) multiplied by the Redemption Price, which price may be reduced in the case of certain dilutive events (“Reset Price”). At the end of the three-year term, New LanzaTech is obligated to pay the Seller an amount equal to the product of (1) 7,500,000 less (b) the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”). In addition to the Prepayment Amount and the Maturity Consideration, on the Maturity Date, New LanzaTech shall pay to the Seller an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5.1 million (the “Share Consideration”). In addition, the Seller may request, at its sole discretion, warrants of New LanzaTech exercisable for shares in an amount equal to 10,000,000 less the number of Recycled Shares (“Shortfall Warrants”). The Shortfall Warrants warrants have an exercise price equal to the Reset Price. The form of the Shortfall Warrants shall be agreed upon by LanzaTech, AMCI and the Seller within 45 days of the executed Forward Purchase Agreement. The Seller has requested 4,083,486 Shortfall Warrants based on the number of Recycled Shares purchased. In connection with the Forward Purchase Agreement, the Seller assigned its rights, duties and obligations with respect to a portion of the shares purchased under the Forward Purchase Agreement to Vellar Opportunity Fund SPV LLC - Series 10.

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)
Loss from equity method investees, net	608	282
Net foreign exchange (gain) 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

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

Fair Value (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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

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


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

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


	Fair Value Measurement as of
	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	516	$	—	$	—	$	516

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

Summary of quantitative information regarding Level 3 fair value measurement inputs

The following table 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	—		%

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


	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	—		%

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 measurement at March 31, 2023 are as follows:


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


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


	December 31, 2022			December 31, 2021
Stock price	$	5.21		$	3.15
Weighted average exercise price	3.96			3.96
Term (in years)	1.1			2.8
Expected volatility	73.4		%	70.6		%
Risk-free interest rate	4.5		%	0.8		%
Expected dividend yield	—		%	—		%

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


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

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


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

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

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)


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


	Warrants		AM SAFE liability		AM SAFE warrant		Brookfield SAFE


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

Forward Purchase Agreement - Fair Value of FPA (Details) - Prepaid forward contract $ 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

Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Materials and supplies		$ 4,164	$ 2,900
Prepaid assets		2,833	1,503
Other		4,160	1,376
Other Assets, Current	$ 18,689	$ 11,157	$ 5,779

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

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
Prepaid forward contract
Derivative [Line Items]
Derivative Transaction Costs	$ 451

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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Temporary equity, shares outstanding (in shares)	112,558,444	25,729,542	86,828,902
Class A common stock subject to possible redemption	$ 394,408	$ 394,408	$ 0
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2020	112,558,444	25,729,542	86,828,902
Beginning balance, temporary equity at Dec. 31, 2020	$ 394,408	$ 394,408	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of preferred stock (in shares)	15,898,496
Issuance of preferred stock	$ 83,073
Exercise of warrants (in shares)	691,453
Exercise of a warrant, Series C and D Preferred Stock	$ 3,150
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021	129,148,393	29,521,810	99,626,583
Ending balance, temporary equity at Dec. 31, 2021	$ 480,631	$ 480,631	$ 0
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2020				7,246,285	1,656,415	5,589,870
Balance at the beginning at Dec. 31, 2020	(311,216)	(311,216)	0	$ 1	$ 0	$ 1	$ 18,817	$ 18,818	$ (1)	$ (333,200)	$ (333,200)	$ 0	$ 3,166	$ 3,166	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,531						2,531
Repurchase of equity instruments	(396)						(396)
Net loss	(46,689)									(46,689)
Issuance of common stock upon exercise of options (in shares)				1,970,875
Issuance of common stock upon exercise of options	758						758
Foreign currency translation adjustments	$ 95												95
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021	9,217,160			9,217,160	2,106,934	7,110,226
Balance at the end 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]
Temporary equity, shares outstanding (in shares)	129,148,393	29,521,810	99,626,583
Class A common stock subject to possible redemption	$ 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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-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 adjustments	(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, 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 Dec. 31, 2022	129,148,393	29,521,810	99,626,583
Ending balance, temporary equity at Dec. 31, 2022	$ 480,631	$ 480,631	$ 0
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021	9,217,160			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]
Stock-based compensation expense	2,527						2,527
Repurchase of equity instruments	(649)						(649)
Net loss	$ (76,356)									(76,356)
Issuance of common stock upon exercise of options (in shares)	1,968,000			1,204,891
Issuance of common stock upon exercise of options	$ 1,194						1,194
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax	928												928
Foreign currency translation adjustments	$ (1,449)												(1,449)
Ending 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 end 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]
Temporary equity, shares outstanding (in shares)	129,148,393
Class A common stock subject to possible redemption	$ 480,631
Temporary equity, shares outstanding (in shares)	129,148,393	29,521,810	99,626,583
Class A common stock subject to possible redemption	$ 480,631	$ 480,631	$ 0
Exercise of warrants (in shares)	594,309
Exercise of a warrant, Series C and D Preferred Stock	$ 5,890
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2023	0
Ending balance, temporary equity at Mar. 31, 2023	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,505						3,505
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
Foreign currency translation adjustments	$ (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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Temporary equity, shares outstanding (in shares)	0
Class A common stock subject to possible redemption	$ 0

Stock-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares)	14,661	16,822
Exercised (in shares)	(472)	(1,968)
Cancelled/forfeited (in shares)	(93)	(191)
Expired (in shares)		(2)
Ending balance (in shares)	14,355	14,661	16,822
Vested and expected to vest (in shares)	14,355	14,661	16,822
Exercisable (in shares)	11,303	11,203	10,845
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning balance (usd per share)	$ 1.48	$ 1.50
Exercised (usd per share)	1.59	1.60
Cancelled/forfeited (usd per share)	1,180	2,200
Expired (usd per share)		1.52
Ending balance (usd per share)	1.63	1.48	$ 1.50
Vested and expecting to vest (usd per share)	1.63	1.48	1.50
Exercisable (usd per share)	$ 1.44	$ 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	6 years 1 month 28 days
Vested and expecting, Weighted average remaining contractual term	5 years 9 months 21 days	5 years 9 months 18 days	6 years 1 month 28 days
Exercisable, Weighted average remaining contractual term	5 years 3 months	5 years 1 month 24 days	4 years 10 months 6 days
Outstanding, Aggregate intrinsic value	$ 33,903	$ 58,565	$ 27,796
Vested and expecting to vest, Aggregate intrinsic value	33,903	58,565	27,796
Exercisable, Aggregate intrinsic value	27,650	45,204	$ 18,499
Exercised, Aggregate intrinsic value	1,827	3,520
Cancelled/forfeited, Aggregate intrinsic value	$ 673	218
Expired, Aggregate intrinsic value		$ 4

Summary of Significant Accounting Policies - Property, Plant and Equipment, net (Details)	12 Months Ended
	Dec. 31, 2022
Instruments and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Instruments and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Office Equipment and furniture \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Office Equipment and furniture \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Vehicles
Property, Plant and Equipment [Line Items]
Useful life	5 years

Revenues - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from collaborative arrangements	$ 1,088	$ 0	$ 2,575	$ 3,337
Revenues	9,646	7,857	37,343	25,461
Revenue from related party transactions	973	654	2,970	3,253
Billed accounts receivable, net of allowance	9,277		11,695	2,878
Licensing
Disaggregation of Revenue [Line Items]
Revenues	553	540	2,160	2,025
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	5,801	4,308	19,061	9,539
Revenue from related party transactions	$ 420	$ 114	$ 810	$ 1,228

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI https://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 9,646	$ 7,857	$ 37,343	$ 25,461
North America
Disaggregation of Revenue [Line Items]
Revenues	4,232	4,039	17,149	15,825
Europe, Middle East, Africa (EMEA)
Disaggregation of Revenue [Line Items]
Revenues	4,711	2,823	11,500	7,522
Asia
Disaggregation of Revenue [Line Items]
Revenues	50	410	5,752	1,477
Australia
Disaggregation of Revenue [Line Items]
Revenues	$ 653	$ 585	$ 2,942	$ 637

- Definition

+ References

+ Details

Related Party Transactions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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

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


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

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

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

Net Loss Per Share - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended		12 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	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Earnings Per Share [Abstract]
Recapitalization exchange ratio	4.3747
In-kind payment of preferred dividend \| $			$ 241,529
Conversion ratio	1					1
Dividends, Denominator \| denominator	10
Common Stock Dividends, 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	147,330,749	149,491,092
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	129,148,393	129,148,393

Redeemable, Convertible Preferred Stock - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 08, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Dividend rate			8.00%
Exercise of warrants (in shares)	594,309	594,309		691,453
Exercise of a warrant, Series C and D Preferred Stock		$ 5,890		$ 3,150
Issuance of preferred stock (in shares)				15,898,496
Issuance of preferred stock				$ 83,073

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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

The following represents a reconciliation of cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2022 and December 31, 2021 (in thousands).


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

Customer concentration risk

Customers representing 10% or greater of revenue were as follows for the 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	%

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


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

Related Party Transactions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022


	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

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


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

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

Stock-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

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.

Share-Based Compensation

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

Stock Options

The Company has five ownership-based participation rights plans for employees, directors, and certain third-party providers. In accordance with the provisions of the plans, as approved by the directors and shareholders, grantees have been granted options to purchase common shares at an exercise price based on the fair value price of the Company’s common shares on the date of grant as approved by the directors. The stock options generally have a service condition of two to five years and vest over time as the service condition is being satisfied. Upon termination of employment, unvested stock options are evaluated for forfeiture or modifications, subject to the terms of the awards and Company's policies. 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 December 31, 2022 and changes during the period ended December 31, 2022 were as follows:


	Shares under option (thousands)	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (thousands)
Outstanding at January 1, 2022	16,822	$	1.50	6.16	$	27,796
Vested and expecting to vest at January 1, 2022	16,822	1.50		6.16	27,796
Exercisable at January 1, 2022	10,845	$	1.44	4.85	$	18,499

Exercised	(1,968)	1.60		—	3,520
Cancelled/forfeited	(191)	2.20		—	218
Expired	(2)	1.52		—	4
Outstanding at December 31, 2022	14,661	$	1.48	5.80	$	58,565
Vested and expecting to vest at December 31, 2022	14,661	1.48		5.80	58,565
Exercisable at December 31, 2022	11,203	$	1.44	5.15	$	45,204

The Company recorded compensation expense of $2,527 and $2,531 for the years ended December 31, 2022 and December 31, 2021, respectively. Unrecognized compensation costs as of December 31, 2022 was $3,354 and will be recognized over a weighted average of 2.07 years .

Restricted Stock Awards (“RSAs”)

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

As of December 31, 2022, there were 2,535,825 outstanding unvested shares for a weighted average fair value of $1.08. There were no changes during the year ended December 31, 2022.

As of December 31, 2022, and December 31, 2021 the Company concluded that the liquidity event performance condition described above for the RSAs was not probable of being satisfied at such time. As a result, the Company did not recognize any compensation expense during the years ended December 31, 2022 and December 31, 2021 for these RSAs.

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Revenue from related party transactions	$ 973	$ 654	$ 2,970	$ 3,253
Equity Method Investee \| Transactions with Equity Method Investees
Related Party Transaction [Line Items]
Accounts receivable	626		1,821	1,071
Purchases and open accounts payable	$ 3,048		$ 3,195	$ 2,575

- Definition

+ References

+ Details

Revenues (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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

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


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

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

CarbonSmart (tangible product)	4,000		—

Total Revenue	$	37,343	$	25,461

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


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

Changes in contract assets and liabilities

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


	Current Contract Assets		Current Contract Liabilities		Non-current Contract Liabilities
Balance as of January 1, 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 following table provides changes in contract assets and liabilities (in thousands):


	Current Contract Assets		Current Contract Liabilities		Non-current Contract Liabilities
Balance as of January 1, 2021	$	6,186	$	5,480	$	11,291
Additions to unbilled accounts receivable	8,516		—		—
Increases due to cash received	—		20		5,690
Unbilled accounts receivable recognized in trade receivables	(3,002)		—		—
Reclassification from long-term to short-term	—		3,080		(3,080)
Reclassification to revenue as a result of performance obligations satisfied	—		(5,104)		—
Balance as of December 31, 2021	11,700		3,476		13,901
Additions to unbilled accounts receivable	30,308		—		—
Increases due to cash received	—		996		37
Unbilled accounts receivable recognized in trade receivables	(24,062)		—		—
Change on revaluation of currency	54		—		(341)
Reclassification from non-current to current contract liabilities	—		2,837		(2,837)
Reclassification to revenue as a result of performance obligations satisfied	—		(4,208)		—
Balance as of December 31, 2022	$	18,000	$	3,101	$	10,760

Remaining performance obligations

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


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

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


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

Cover Page	12 Months Ended
Cover Page	Dec. 31, 2022
Cover [Abstract]
Document Type	S-1/A
Entity Registrant Name	LanzaTech Global, Inc.
Entity Central Index Key	0001843724
Amendment Flag	true
Amendment Description	PRE-EFFECTIVEAMENDMENT NO. 3
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

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.

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

Share-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares)	14,661,000	16,822,000
Shares granted in period (in shares)	259,000
Exercised (in shares)	(472,000)	(1,968,000)
Cancelled/forfeited (in shares)	(93,000)	(191,000)
Ending balance (in shares)	14,355,000	14,661,000	16,822,000
Vested and expected to vest (in shares)	14,355,000	14,661,000	16,822,000
Exercisable (in shares)	11,303,000	11,203,000	10,845,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning balance (usd per share)	$ 1.48	$ 1.50
Granted (usd per share)	9.97
Exercised (usd per share)	1.59	1.60
Cancelled/forfeited (usd per share)	1,180	2,200
Ending balance (usd per share)	1.63	1.48	$ 1.50
Vested and expecting to vest (usd per share)	1.63	1.48	1.50
Exercisable (usd per share)	$ 1.44	$ 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	6 years 1 month 28 days
Vested and expecting, Weighted average remaining contractual term	5 years 9 months 21 days	5 years 9 months 18 days	6 years 1 month 28 days
Exercisable, Weighted average remaining contractual term	5 years 3 months	5 years 1 month 24 days	4 years 10 months 6 days
Granted, Weighted average remaining contractual term	0 years
Exercised, Weighted average remaining contractual term	0 years
Cancelled/forfeited, Weighted average remaining contractual term	0 years
Outstanding, Aggregate intrinsic value	$ 33,903	$ 58,565	$ 27,796
Vested and expecting to vest, Aggregate intrinsic value	33,903	58,565	27,796
Exercisable, Aggregate intrinsic value	27,650	45,204	$ 18,499
Granted, Aggregate intrinsic value	34
Exercised, Aggregate intrinsic value	1,827	3,520
Cancelled/forfeited, Aggregate intrinsic value	$ 673	$ 218
Adjusted Balance, After Ratio Conversion
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares)	14,661,000
Ending balance (in shares)		14,661,000
Vested and expected to vest (in shares)		14,661,000
Exercisable (in shares)		11,203,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning balance (usd per share)	$ 1.48
Ending balance (usd per share)		$ 1.48
Vested and expecting to vest (usd per share)		1.48
Exercisable (usd per share)		$ 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 18 days
Vested and expecting, Weighted average remaining contractual term		5 years 9 months 18 days
Exercisable, Weighted average remaining contractual term		5 years 1 month 24 days
Outstanding, Aggregate intrinsic value		$ 58,565
Vested and expecting to vest, Aggregate intrinsic value		58,565
Exercisable, Aggregate intrinsic value		$ 45,204

Net Loss Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]

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)

__________________

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

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


	Year Ended December 31,
	2022		2021
Numerator:
Net loss for basic and diluted earnings per common share	$	(76,356)	$	(46,689)
Unpaid cumulative dividends on preferred stock	(38,672)		(36,758)
Net loss allocated to common shareholders	$	(115,028)	$	(83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	9,302,080		8,585,999
Net loss per common share, basic and diluted(1)	$	(12.37)	$	(9.72)

__________________

As of December 31, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following:


	Year Ended December 31,
	2022	2021
Redeemable convertible preferred stock (if converted)	129,148,393	129,148,393
Options	14,661,253	16,821,596
RSAs	2,535,825	2,535,825
Warrants	985,278	985,278
Total	147,330,749	149,491,092

Fair Value - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 08, 2023	Feb. 03, 2023	Nov. 09, 2022
Fair Value Disclosures [Abstract]
Brookfield SAFE liability			$ 50,000
Brookfield SAFE liability	$ 19,400		$ 50,000	$ 0
Sale of private placement warrants (in shares)			985,278	985,278	985,278	10,000,000	316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 3.36	$ 4.56	$ 9.91		$ 0.0575
Warrants
Change in fair value of derivative warrant liabilities	(20,979)	$ (60)	$ 1,949	$ 563
Other Expense
Warrants
Change in fair value of derivative warrant liabilities			$ 974	$ 563
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

Summary of Significant Accounting Policies - Segment Information (Details) - segment	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Number of operating segments	1	1

Revenues - Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract with Customer, Asset, after Allowance for Credit Loss, Current [Abstract]
Beginning balance	$ 18,000	$ 11,700	$ 6,186
Additions to unbilled accounts receivable	11,241	30,308	8,516
Unbilled accounts receivable recognized in trade receivables	(10,833)	(24,062)	(3,002)
Unbilled accounts receivable recognized in trade receivables	52	54
Ending balance	18,460	18,000	11,700
Contract With Customer, Liability, Current [Abstract]
Beginning balance	3,101	3,476	5,480
Contract With Customer, Liability, Current, Amounts Collected		996	20
Reclassification from long-term to short-term	672	2,837	3,080
Reclassification to revenue as a result of performance obligations satisfied	(731)	(4,208)	(5,104)
Ending balance	3,042	3,101	3,476
Contract With Customer, Liability, Noncurrent [Abstract]
Beginning balance	10,760	13,901	11,291
Contract With Customer, Liability, Noncurrent, Amounts Collected		37	5,690
Contract With Customer, Liability, Noncurrent, Foreign Currency Translation Adjustment	(83)	(341)
Reclassification from long-term to short-term	(672)	(2,837)	(3,080)
Ending balance	$ 10,171	$ 10,760	$ 13,901

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 shares
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%

Revenues

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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

Revenues

Disaggregated Revenue

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


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

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

CarbonSmart (tangible product)	4,000		—

Total Revenue	$	37,343	$	25,461

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

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


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

Contract balances

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


	Current Contract Assets		Current Contract Liabilities		Non-current Contract Liabilities
Balance as of January 1, 2021	$	6,186	$	5,480	$	11,291
Additions to unbilled accounts receivable	8,516		—		—
Increases due to cash received	—		20		5,690
Unbilled accounts receivable recognized in trade receivables	(3,002)		—		—
Reclassification from long-term to short-term	—		3,080		(3,080)
Reclassification to revenue as a result of performance obligations satisfied	—		(5,104)		—
Balance as of December 31, 2021	11,700		3,476		13,901
Additions to unbilled accounts receivable	30,308		—		—
Increases due to cash received	—		996		37
Unbilled accounts receivable recognized in trade receivables	(24,062)		—		—
Change on revaluation of currency	54		—		(341)
Reclassification from non-current to current contract liabilities	—		2,837		(2,837)
Reclassification to revenue as a result of performance obligations satisfied	—		(4,208)		—
Balance as of December 31, 2022	$	18,000	$	3,101	$	10,760

The increase in contract assets was mostly due to unbilled accounts receivable resulting from revenue recorded under contracts with customers where the Company performed engineering and other services, while the decrease in contract liabilities was primarily due to the recognition of revenue during the period related to advance payments previously received by the Company for engineering and other services contracts with customers. As of December 31, 2022 and December 31, 2021 the Company had $11,695 and $2,878, respectively, of billed accounts receivable, net of allowance.

Remaining performance obligations

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

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


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

- 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

CONSOLIDATED BALANCE SHEETS (Parenthetical)	Dec. 31, 2022 $ / shares shares
Temporary equity par value (usd per share) \| $ / shares	$ 0.0001
Temporary equity, shares authorized (in shares)	130,133,670
Temporary equity, shares issued (in shares)	129,148,393
Temporary equity, shares outstanding (in shares)	129,148,393
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, shares authorized (in shares)	158,918,093
Common shares, shares issued (in shares)	10,422,051
Common shares, shares outstanding (in shares)	10,422,051
Adjusted Balance, After Ratio Conversion
Temporary equity par value (usd per share) \| $ / shares	$ 0.0001
Temporary equity, shares authorized (in shares)	130,133,670
Temporary equity, shares issued (in shares)	129,148,393
Temporary equity, shares outstanding (in shares)	129,148,393
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Common shares, shares authorized (in shares)	158,918,093
Common shares, shares issued (in shares)	10,422,051
Common shares, shares outstanding (in shares)	10,422,051

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

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

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.


	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

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Foreign earnings repatriated	$ 0	$ 0	$ 0	$ 0
Deferred tax liabilities, net	0	0
Income tax expense	$ 0	$ 0	$ 0	$ 0
Income tax expense (in Percent)	0.00%	0.00%	0.00%	0.00%

- Definition

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

+ References + Details

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

Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Current	$ 3,042	$ 3,101	$ 3,476
Non-current	10,171	10,760	13,901
Total	$ 13,213	$ 13,861	$ 17,377

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 145,118	$ 83,045	$ 128,318

Investments (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

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

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


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

Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Feb. 08, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents		$ 145,118		$ 83,045	$ 128,318
Accumulated deficit		(761,086)		(456,245)	(379,889)
Net cash used in operating activities		(33,810)	$ (18,118)	(84,703)	(42,591)
Net income (loss)		$ (63,312)	$ (16,778)	$ (76,356)	$ (46,689)
Subsequent Event [Line Items]
Proceeds from divestiture of businesses, net of cash divested	$ 153,285
Subsequent Event
Subsequent Event [Line Items]
Proceeds from divestiture of businesses, net of cash divested	$ 153,042

- Definition

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

+ References

+ Details

Reverse Recapitalization - Cash Flow Reconciliation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Business Combination and Asset Acquisition [Abstract]
Cash acquired through reverse recapitalization	$ 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

Fair Value - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 08, 2023	Feb. 03, 2023	Nov. 09, 2022
Fair Value Disclosures [Abstract]
Sale of private placement warrants (in shares)			985,278	985,278	985,278	10,000,000	316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 3.36	$ 4.56	$ 9.91		$ 0.0575
Warrants
Gain on change in fair value of SAFE and warrant liabilities	$ (20,979)	$ (60)	$ 1,949	$ 563
Brookfield SAFE liability			50,000
Other Expense
Warrants
Gain on change in fair value of SAFE and warrant liabilities			$ 974	$ 563

Property, Plant, and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment, net

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


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

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

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

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

Redeemable, Convertible Preferred Stock (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Redeemable convertible preferred stock

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

The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2022 and December 31, 2021, are as follows (in thousands, except share and per share amounts):


	Shares Authorized	Shares Issued and Outstanding	Issue Price	Carrying Amount
Series A	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

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 08, 2023	Feb. 03, 2023	Nov. 09, 2022
Related Party Transaction [Line Items]
Investments	$ 24,825		$ 25,551	$ 24,752
Revenue from related party transactions	973	$ 654	$ 2,970	$ 3,253
Notes receivable, commitment to purchase							$ 5,500
Sale of private placement warrants (in shares)			985,278	985,278	985,278	10,000,000	316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 3.36	$ 4.56	$ 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]
Amount of Notes purchased							$ 10
Sale of private placement warrants (in shares)							575
LanzaJet Freedom Pines Fuels LLC
Related Party Transaction [Line Items]
Notes receivable, aggregate principal amount							$ 147,000
LanzaJet Freedom Pines Fuels LLC \| Senior Secured Notes Receivable
Related Party Transaction [Line Items]
Notes receivable, aggregate principal amount							$ 113,500
Line of credit facility, interest rate							6.00%
LanzaJet Freedom Pines Fuels LLC \| Subordinated Secured Notes Receivable
Related Party Transaction [Line Items]
Notes receivable, aggregate principal amount							$ 33,500
Line of credit facility, interest rate							6.00%
Related Party Transition Services Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	45	67	$ 185	$ 495
Related Party Investment Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	338	23		428
Related Party Supply Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenue from related party transactions	0	18	289	282
Related party fees	$ 249	$ 126	$ 645	$ 1,223

Revenues - Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract with Customer, Asset, after Allowance for Credit Loss, Current [Abstract]
Beginning balance	$ 18,000	$ 11,700	$ 6,186
Additions to unbilled accounts receivable	11,241	30,308	8,516
Unbilled accounts receivable recognized in trade receivables	(10,833)	(24,062)	(3,002)
Unbilled accounts receivable recognized in trade receivables	52	54
Ending balance	18,460	18,000	11,700
Contract With Customer, Liability, Current [Abstract]
Beginning balance	3,101	3,476	5,480
Reclassification from long-term to short-term	672	2,837	3,080
Reclassification to revenue as a result of performance obligations satisfied	(731)	(4,208)	(5,104)
Ending balance	3,042	3,101	3,476
Contract With Customer, Liability, Noncurrent [Abstract]
Beginning balance	10,760	13,901	11,291
Increase on revaluation on currency	83	341
Reclassification from long-term to short-term	(672)	(2,837)	(3,080)
Ending balance	$ 10,171	$ 10,760	$ 13,901

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Assets, Current [Abstract]
Cash and cash equivalents	$ 145,118	$ 83,045		$ 128,318
Trade and other receivables, net of allowance	9,277	11,695		2,878
Contract assets	18,460	18,000		11,700	$ 6,186
Other current assets	18,689	11,157		5,779
Total current assets	240,647	123,897		148,675
Property, plant and equipment, net	19,794	19,689		14,148
Right-of-use assets	6,437	6,969		4,686
Equity method investment	9,835	10,561		24,752
Equity security investment	14,990	14,990		0
Other non-current assets	300	750		750
Total assets	307,957	176,856		193,011
Liabilities, Current [Abstract]
Accounts payable	11,522	7,455		2,444
Other accrued liabilities	4,143	6,621		7,059
AM SAFE liability	0	28,986		28,271
Warrants	9,919	1,989		1,729
Contract liabilities	3,042	3,101		3,476	5,480
Accrued salaries and wages	4,644	7,031		4,261
Current lease liabilities	807	798		2,050
Total current liabilities	34,077	55,981		49,290
Non-current lease liabilities	5,939	6,615		3,283
Non-current contract liabilities	10,171	10,760		13,901	11,291
Brookfield SAFE liability	19,400	50,000		0
Other long-term liabilities	1,591	1,591		823
Total liabilities	78,145	124,947		67,297
Commitments and Contingencies (see note 15)
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	$ 480,631	480,631	394,408
Stockholders' Equity Attributable to Parent [Abstract]
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		1
Additional paid-in capital	988,188	24,782		21,710
Accumulated other comprehensive income	2,691	2,740		3,261
Accumulated deficit	(761,086)	(456,245)		(379,889)
Total shareholders’ equity (deficit)	229,812	(428,722)	$ (370,978)	(354,917)	$ (311,216)
Total liabilities, contingently redeemable preferred stock, and shareholders' equity	$ 307,957	$ 176,856		$ 193,011

Investments - Equity Method Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment in LanzaJet	$ 9,835	$ 10,561	$ 24,752
Equity Security Investment in SGLT	14,990	14,990
Total Investment	$ 24,825	$ 25,551	$ 24,752

Redeemable, Convertible Preferred Stock

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Redeemable, Convertible Preferred Stock


	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

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

Redeemable, Convertible Preferred Stock


	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

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

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

•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.

Variable Interest Entity (“VIE”)

Going Concern

Use of Estimates

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

Segment Information

Foreign Currencies

Cash and Cash Equivalents

Restricted Cash


	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

Debt Investments

Warrants

Forward Purchase Agreement

Revenue Recognition

Biorefining

Joint Development and Contract Research

CarbonSmart

Collaboration Arrangements

Fair Value of Financial Instruments

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

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

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

Concentration of Credit Risk and Other Risks and Uncertainties

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

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.

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they do not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting or at fair value (including, when applicable, the practicability exception to fair value under ASC 321-10-35). Refer to Note 5 - Investments, for further information. The Company is exposed to the VIEs’ losses and other impairment indicators up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 12, Related Party Transactions, for further details on the transactions with VIEs.

Going Concern

Use of Estimates

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

Segment Information

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

Foreign Currencies

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

Cash and Cash Equivalents

Restricted Cash and Other Cash Flows from Operating Activities

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


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