0001628280-24-016982 | POS AM | XBRL Viewer

Print Document

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary equity par value (usd per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	20,000,000	130,133,670
Temporary equity, shares issued (in shares)	0	129,148,393
Temporary equity, shares outstanding (in shares)	0	129,148,393
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized (in shares)	400,000,000	158,918,093
Common shares, shares issued (in shares)	196,642,451	10,422,051
Common shares, shares outstanding (in shares)	196,642,451	10,422,051

AM SAFE	12 Months Ended
AM SAFE	Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SAFE	SAFE AM SAFE As of December 31, 2022, the AM SAFE had a fair value of $28,986 and was recorded within AM SAFE liability on the consolidated balance sheets. 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. Brookfield SAFE On October 2, 2022, LanzaTech entered into the Brookfield SAFE and received cash proceeds 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. On the fifth anniversary of the Brookfield SAFE, LanzaTech is required to repay in cash the Initial Purchase Amount less any Non-Repayable Amount (the “Remaining Amount”), as well as interest on such Remaining Amount in the high single digits, compounded annually. For each $50,000 of aggregate equity funding required for qualifying projects presented to 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 LanzaTech Shares at $10.00 per share, which is the share price paid by the PIPE investors in the Business Combination. Interest on the corresponding amount will be forgiven. Each project presented must meet certain criteria in order to be considered a qualifying project. Additionally, 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 at the same $10.00 per share price. The Brookfield SAFE has not yet converted as a qualifying financing has not yet occurred and no qualified project investments have been presented to Brookfield as of December 31, 2023 or 2022. As of December 31, 2023 and 2022, the fair value of the Brookfield SAFE was $25,150 and $50,000 respectively and was recorded within Brookfield SAFE liability on the consolidated balance sheets. 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, 2023 or 2022 .

Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 62,631	$ 37,343	$ 25,461
Collaborative Arrangement
Disaggregation of Revenue [Line Items]
Revenues	5,529	2,575	3,337
Biorefining
Disaggregation of Revenue [Line Items]
Revenues	42,645	21,221	11,564
Licensing
Disaggregation of Revenue [Line Items]
Revenues	3,449	2,160	2,025
Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	39,196	19,061	9,539
Grant contributions - Engineering and other services
Disaggregation of Revenue [Line Items]
Revenues	24,146	6,026	2,486
Research and development
Disaggregation of Revenue [Line Items]
Revenues	14,649	12,122	13,897
Joint development agreements
Disaggregation of Revenue [Line Items]
Revenues	8,416	6,021	11,700
Contract research
Disaggregation of Revenue [Line Items]
Revenues	6,233	6,101	2,197
CarbonSmart (tangible product)
Disaggregation of Revenue [Line Items]
Revenues	$ 5,337	$ 4,000	$ 0

Property, Plant, and Equipment

12 Months Ended

Dec. 31, 2023

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, 2023		December 31, 2022
Land	$	64	$	64
Leasehold improvements	4,837		4,126
Instruments and equipment	40,827		33,093
Vehicles	92		85
Office Equipment and furniture	2,103		1,719
Other	900		871
Construction in progress	6,287		6,780
	$	55,110	$	46,738

Less accumulated depreciation and amortization	$	32,287	$	27,049

Total property, plant and equipment, net	$	22,823	$	19,689

Depreciation for the years ended December 31, 2023, 2022, and 2021 totaled $5,452, $4,660, and $3,806, respectively.

Investments - Held to Maturity Securities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	$ 45,159
Gross Unrealized Gains	20
Gross Unrealized Losses	(41)
Estimated Fair Value	45,138
Accrued Interest	266
Amortized Cost	45,159
Gross Unrealized Gains	20
Gross Unrealized Losses	(41)
Estimated Fair Value	45,138
Accrued Interest	$ 266
Debt Securities, Held-to-Maturity, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration]	Trade and other receivables, net of allowance
US Treasury Bills and Notes
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	$ 20,423
Gross Unrealized Gains	6
Gross Unrealized Losses	0
Estimated Fair Value	20,429
Accrued Interest	14
Corporate Debt Securities
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	21,736
Gross Unrealized Gains	14
Gross Unrealized Losses	(33)
Estimated Fair Value	21,717
Accrued Interest	209
Yankee Debt Securities
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	3,000
Gross Unrealized Gains	0
Gross Unrealized Losses	(8)
Estimated Fair Value	2,992
Accrued Interest	$ 43

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 USD ($) denominator shares	Feb. 07, 2023 shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Earnings Per Share [Abstract]
Recapitalization exchange ratio	4.3747
Conversion ratio	1
In-kind payment of preferred dividend \| $	$ 241,529		$ 241,529	$ 241,529
Dividends, Denominator \| denominator	10
Common stock dividends (in shares)	24,152,942
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Aggregate purchase of stock (in shares)				45,154,631	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

Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 62,631	$ 37,343	$ 25,461
North America
Disaggregation of Revenue [Line Items]
Revenues	17,618	17,149	15,825
Europe, Middle East, Africa (EMEA)
Disaggregation of Revenue [Line Items]
Revenues	37,447	11,500	7,522
Asia
Disaggregation of Revenue [Line Items]
Revenues	3,570	5,752	1,477
Australia
Disaggregation of Revenue [Line Items]
Revenues	$ 3,996	$ 2,942	$ 637

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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

+ Details

Investments - Equity Method Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment in LanzaJet	$ 7,066	$ 10,561
Equity Security Investment in SGLT	14,990	14,990
Total Investment	$ 22,056	$ 25,551

Reverse Recapitalization (Tables)

12 Months Ended

Dec. 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 consolidated statements of cash flows:


	Recapitalization
Cash - AMCI trust account1	$	64,090
Cash - PIPE financing	155,000
Less: Transaction costs allocated to equity	(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 consolidated statement of changes in redeemable preferred stock and shareholders' equity/deficit:


	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

Revenues - Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Contract with Customer, Asset, after Allowance for Credit Loss, Current [Abstract]
Beginning balance	$ 18,000
Additions to unbilled accounts receivable	61,453
Unbilled accounts receivable recognized in trade receivables	(51,405)
Unbilled accounts receivable recognized in trade receivables	190
Ending balance	28,238	$ 18,000
Contract With Customer, Liability, Current [Abstract]
Beginning balance	3,101
Contract With Customer, Liability, Current, Amounts Collected		10,058
Reclassification from long-term to short-term	2,687
Reclassification to revenue as a result of performance obligations satisfied	(12,648)
Ending balance	3,198	3,101
Contract With Customer, Liability, Noncurrent [Abstract]
Beginning balance	10,760
Decrease on revaluation on currency	160
Reclassification from long-term to short-term	(2,687)
Ending balance	$ 8,233	$ 10,760

Property, Plant, and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023		December 31, 2022
Land	$	64	$	64
Leasehold improvements	4,837		4,126
Instruments and equipment	40,827		33,093
Vehicles	92		85
Office Equipment and furniture	2,103		1,719
Other	900		871
Construction in progress	6,287		6,780
	$	55,110	$	46,738

Less accumulated depreciation and amortization	$	32,287	$	27,049

Total property, plant and equipment, net	$	22,823	$	19,689

Fair Value (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

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


	Fair Value Measurement as of
	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	28,058	$	—	$	—	$	28,058
Total assets	$	28,058	$	—	$	—	$	28,058

Liabilities:
FPA Put Option liability	$	—	$	—	$	37,523	$	37,523
Fixed Maturity Consideration	—		—		7,228		7,228
Brookfield SAFE liability	—		—		25,150		25,150
Private placement warrants	—		—		3,915		3,915
Public warrants	3,699		—		—		3,699
Total liabilities	$	3,699	$	—	$	73,816	$	77,515


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

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

Summary of quantitative information regarding Level 3 fair value measurement inputs

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


	December 31, 2023
Stock price	$	5.03
Term (in years)	2.11
Expected volatility	50.0		%
Risk-free interest rate	4.16		%
Expected dividend yield	—		%

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


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

The following table represents the weighted average inputs used in calculating the fair value of the Shortfall Warrants as of May 13, 2023 when the Shortfall Warrant Agreement was amended and the Shortfall Warrants were marked-to-market and reclassified to Additional paid-in capital on the consolidated balance sheets:


	May 13, 2023
Stock price	$	3.42
Weighted average exercise price	$	10.00
Term (in years)	4.87
Expected volatility	54.0		%
Risk-free interest rate	3.46		%
Expected dividend yield	—		%

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


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

At conversion to equity classification on February 8, 2023, the AM SAFE warrant was valued using a Black-Scholes option pricing model as the warrant became exercisable for a fixed number of shares at a fixed price as

described in Note 8 - Warrants. The following table represents the weighted average inputs used in calculating the fair value of the AM SAFE 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 (in thousands):


	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 December 31, 2023 are as follows:


	December 31, 2023
Initial purchase amount	$	50,000
Liquidity price	$	10.00
Stock price	$	5.03

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of December 31, 2023:


	December 31, 2023
Stock price	$	5.03
Exercise price	$	11.50
Term (in years)	4.11
Expected volatility	45.0		%
Risk-free interest rate	3.92		%
Expected dividend yield	—		%

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

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


	FPA Put Option		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)

(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(37,523)		(7,228)		(3,063)		(3,770)		(744)		189		24,850		(1,766)
Conversion of warrants to preferred shares	—		—		—		5,889		—		—		—		—
Conversion of SAFE liability to equity classification	—		—		—		—		29,730		—		—		—
Reclassification of warrant to equity	—		—		3,063		—		—		1,800		—		—

Balance as of December 31, 2023	$	(37,523)	$	(7,228)	$	—	$	—	$	—	$	—	$	(25,150)	$	(3,914)


	Warrants on Preferred Shares		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)
Gain (loss) recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(974)		(715)		(260)		—
Balance as of December 31, 2022	$	(2,119)	$	(28,986)	$	(1,989)	$	(50,000)

Description of the Business (Details) - plant	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CHINA
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Commercial plants operated	4	3	2
INDIA
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Commercial plants operated	1
Belgium
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Commercial plants operated	1

Other Current Assets

12 Months Ended

Dec. 31, 2023

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

Other Current Assets

As of December 31, 2023 and 2022 other current assets consisted of the following (in thousands):


	As of
	December 31, 2023		December 31, 2022
Inventory	$	1,750	$	1,129
Materials and supplies	3,595		3,035
Prepaid assets	3,698		2,833
Other	3,518		4,160
	$	12,561	$	11,157

Investments - Summarized Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Revenues	$ 62,631	$ 37,343	$ 25,461
Net loss	(134,098)	(76,356)	(46,689)
Net loss attributable to the Company	(3,432)	(1,422)	(1,606)
Current assets	172,700	123,897
Current liabilities	27,782	55,981
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments [Line Items]
Revenues	4,542	40,985	40,244
Gross profit	2,526	7,319	(5,703)
Net loss	(14,881)	(6,221)	$ (9,695)
Current assets	79,843	72,711
Non-current assets	185,720	114,736
Current liabilities	44,145	15,534
Non-current liabilities	$ 175,899	$ 114,934

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Foreign earnings repatriated	$ 0	$ 0
Deferred tax liabilities, net	0	0
Income tax expense	$ 0	$ 0	$ 0
Effective income tax rate reconciliation	0.00%	0.00%	0.00%
Statutory tax rate (as a percent)	21.00%	21.00%	21.00%
Tax losses and credits carried forward	$ 395,590,000	$ 391,759,000
Net operating loss carryforwards, subject to expiration	145,090,000	146,467,000
Net operating loss carryforwards, not subject to expiration	215,388,000	210,145,000
Deferred tax assets valuation allowance	171,223,000	139,562,000
Deferred income tax	0	0
Accrued interest and penalties	0	0
State and local
Income Taxes [Line Items]
Tax losses and credits carried forward	30,011,000	29,691,000
Foreign
Income Taxes [Line Items]
Tax losses and credits carried forward	43,805,000	43,655,000
United States \| Domestic
Income Taxes [Line Items]
Tax losses and credits carried forward	321,743,000	318,382,000
R&D tax credits
Income Taxes [Line Items]
Tax credits	$ 35,147,000	$ 35,147,000

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue:
Revenues	$ 62,631	$ 37,343	$ 25,461
Cost and operating expenses:
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)	(2,265)	(1,250)	(1,254)
Cost of revenue from related party transactions (exclusive of depreciation shown below)	(172)	(477)	(808)
Research and development expense	(68,142)	(53,191)	(44,229)
Depreciation expense	(5,452)	(4,660)	(3,806)
Selling, general and administrative expense	(50,438)	(26,804)	(13,216)
Total cost and operating expenses	(169,011)	(112,942)	(76,480)
Loss from operations	(106,380)	(75,599)	(51,019)
Other income (expense):
Interest income, net	4,572	8	(7)
Gain on extinguishment of debt	0	0	3,065
Other expense, net	(29,388)	(2,757)	(673)
Total other expense, net	(24,816)	(2,749)	2,385
Loss before income taxes	(131,196)	(78,348)	(48,634)
Income tax expense	0	0	0
(Loss) gain from equity method investees, net	(2,902)	1,992	1,945
Net income (loss)	(134,098)	(76,356)	(46,689)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]
Loss from equity method investees, net	(376)	(1,449)	95
Comprehensive loss	(134,474)	(77,805)	(46,594)
Unpaid cumulative dividends on preferred stock	(4,117)	(38,672)	(36,758)
Net loss allocated to common shareholders	$ (138,215)	$ (115,028)	$ (83,447)
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ (0.79)	$ (12.37)	$ (9.72)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ (0.79)	$ (12.37)	$ (9.72)
Weighted average shares outstanding of common stock - basic (in shares)	176,023,219	9,302,080	8,585,999
Weighted-average number of common shares outstanding - diluted (in shares)	176,023,219	9,302,080	8,585,999
Collaborative Arrangement
Revenue:
Revenues	$ 5,529	$ 2,575	$ 3,337
Service and Grants
Cost and operating expenses:
Cost of revenue from contracts with customers	(37,653)	(22,912)	(13,167)
Service and Grants \| Nonrelated Party
Revenue:
Revenues	45,953	27,798	18,871
Tangible Products
Cost and operating expenses:
Cost of revenue from contracts with customers	(4,889)	(3,648)	0
Tangible Products \| Nonrelated Party
Revenue:
Revenues	5,337	4,000	0
Service \| Related Party
Revenue:
Revenues	$ 5,812	$ 2,970	$ 3,253

Summary of Significant Accounting Policies - Basis of Presentation and Going Concern (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 08, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Voting rights stock	85.30%
Warrants
Other accrued liabilities		$ (7,316)	$ (4,502)
Warrants		7,614	4,108
Cash and cash equivalents		75,585	83,045
Held-to-maturity securities		45,159
Accumulated deficit		(831,872)	(456,245)
Net cash used in operating activities		(97,296)	(84,703)	$ (42,591)
Net income (loss)		$ (134,098)	(76,356)	$ (46,689)
Proceeds from divestiture of businesses, net	$ 153,285
Reclassification Of Warrants On Preferred Shares
Warrants
Other accrued liabilities			2,119
Warrants			$ 2,119

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

Warrants	12 Months Ended
Warrants	Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrants	Warrants Warrants on preferred shares In connection with certain loan borrowing agreements and equity raises, the Company had issued warrants to purchase its preferred shares representing 985,278 preferred shares. The warrants were accounted for as liabilities in accordance with ASC 480, and were presented within Warrants on the consolidated balance sheets as of December 31, 2022. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within Other expense, net on the consolidated statements of operations and comprehensive loss. In connection with the closing of the Business Combination, all warrants were exercised on a cashless basis and are no longer outstanding. The warrants were exercised for 594,309 shares of preferred stock, which were converted at the closing of the Business Combination into shares of common stock. The exercise prices of the warrants ranged from $3.36 to $4.56 as of the closing of the Business Combination. Immediately before the exercise of these warrants, the associated warrant liability was marked-to-market a final time to $5,890, which is equal to the number of shares issued multiplied by the share price of $9.91 on the date of exercise, February 8, 2023. AM SAFE warrant The warrant related to the AM SAFE (“AM SAFE warrant”) was accounted for as a liability in accordance with ASC 480 prior to the consummation of the Business Combination and was presented within warrants on the consolidated balance sheet as of December 31, 2022. As a result of the Business Combination and issuance of the PIPE shares, the number of common shares available under the AM SAFE warrant equals 300,000. The exercise price of the AM SAFE warrant is $10.00 per share as determined on the Closing Date. The AM SAFE warrant expires at the earliest of (a) the fifth anniversary of the Business Combination, (b) the consummation of a dissolution event and (c) a change of control. Due to the AM SAFE warrant becoming exercisable for a fixed number of shares at a fixed exercise price, it no longer meets the criteria for liability accounting under ASC 480 and meets the criteria for equity classification under ASC 815-40. As a result, on the Closing Date, the AM SAFE warrant was marked-to-market a final time to $1,800 through Other expense, net on the consolidated statements of operations and comprehensive loss and reclassified to Additional paid-in capital on the consolidated balance sheets. Shortfall Warrants On March 27, 2023, the Company issued an aggregate of 2,073,486 warrants to ACM and 2,010,000 warrants to Vellar pursuant to the Forward Purchase Agreement (collectively, the “Shortfall Warrants”), as further described in Note 2 - Summary of Significant Accounting Policies. Each Shortfall Warrant entitles the registered holder to purchase one share of common stock at a price of $10.00 per share, subject to adjustment in the event that the Company sells, grants or otherwise issues common stock or common stock equivalents at an effective price less than the then current exercise price of the Shortfall Warrants, at any time commencing on or after March 27, 2023. A holder of a Shortfall Warrant may exercise such warrants on a cashless basis. The Shortfall Warrants expire on the fifth anniversary of their issuance. On the issuance date, the Shortfall Warrants met the definition of a derivative but did not qualify for the exception from derivative accounting under the indexation guidance and therefore met the criteria for liability classification under ASC 815. On May 13, 2023, the Company amended the Shortfall Warrant agreement. Under the amended agreement, the Shortfall Warrants meet the requirements for equity classification under ASC 815-40. Consequently, the Company recorded a gain of $2,042 as of the date of the amendment to reflect the fair value of $3,063 at the date of the amendment through Other expense, net on the consolidated statements of operations and comprehensive loss and reclassified the Shortfall Warrants to Additional paid-in capital on the consolidated balance sheets. Public Warrants and Private Placement Warrants As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan. The working capital warrants have the same terms as the private sale of warrants issued at the IPO. Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”. On the Closing Date and as of December 31, 2023, 7,499,924 Public Warrants and 4,774,276 Private Placement Warrants remained outstanding. These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants: a.in whole and not in part; b.at a price of $0.01 per warrant; c.upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and d.if, and only if, the closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. The Company additionally has the ability to redeem the Public Warrants at the option of the Company when the price of common stock exceeds $10.00 per share at a price of $0.10 per warrant. In this scenario, warrant holders may choose to exercise their warrants on a cashless basis during the minimum 30-day notice period, and receive common stock in exchange for their warrants at a rate based on fair value of the common stock and the proximity to the expiration date of the warrants. As long as the Private Placement warrants are held by AMCI Sponsor II LLC (the “Sponsor”) or its permitted transferees, they are not redeemable by LanzaTech. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by LanzaTech in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. The Public Warrants and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value as of the Closing Date, with an offsetting entry to Additional paid-in capital and adjusts the carrying value of the instruments to fair value through Other expense, net on the consolidated statements of operations and comprehensive loss at each reporting period until they are exercised. As of December 31, 2023, the Public Warrants and Private Placement Warrants are presented within Warrants on the consolidated balance sheets.

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

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


	As of
	December 31, 2023		December 31, 2022
Accounts receivable	$	2,190	$	1,821
Contract Assets	659		—
Notes receivable	5,436		—
Accounts payable	582		3,195

The following table presents revenue from related parties per disaggregated revenue categories:


	Year Ended December 31,
		2023		2022		2021
Revenue from related parties, included within Licensing		$	3,449	$	2,160	$	2,025
Revenue from related parties, included within Engineering and other services		2,363		810		1,228

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	$ (134,098)	$ (76,356)	$ (46,689)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	15,199	2,527	2,531
(Gain) loss on change in fair value of SAFE and warrant liabilities	(14,471)	1,949	563
Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities	44,300	0	0
Provision for losses on trade and other receivables	700	0	(27)
Depreciation of property, plant and equipment	5,452	4,660	3,806
Amortization of discount on debt security investment	(1,301)	0	0
Non-cash lease expense	1,526	1,825	1,679
Non-cash recognition of licensing revenue	(1,805)	(2,160)	(2,022)
Loss (gain) from equity method investees, net	2,902	(1,992)	(1,945)
PPP loan forgiveness	0	0	(3,065)
Gain from disposal of property, plant and equipment	0	(49)	0
Net foreign exchange loss	182	668	55
Changes in operating assets and liabilities:
Accounts receivable, net	104	(8,817)	2,670
Contract assets	(10,049)	(6,246)	(5,514)
Accrued interest on debt investment	(266)	0	0
Other assets	(2,658)	(5,127)	(941)
Accounts payable and accrued salaries and wages	(4,991)	8,243	1,256
Contract liabilities	95	(488)	5,762
Operating lease liabilities	(337)	(2,028)	(1,618)
Other liabilities	2,220	(1,312)	908
Net cash used in operating activities	(97,296)	(84,703)	(42,591)
Cash Flows From Investing Activities:
Purchase of property, plant and equipment	(8,553)	(10,735)	(5,752)
Proceeds from disposal of property, plant and equipment	0	49	5
Purchase of debt securities	(93,858)	0	0
Proceeds from maturity of debt securities	50,000	0	0
Purchase of additional interest in equity method investment	(288)	0	0
Origination of related party loan	(5,212)	0	0
Net cash used in investing activities	(57,911)	(10,686)	(5,747)
Cash Flows From Financing Activities:
Proceeds from issue of equity instruments of the Company	0	1,194	83,831
Proceeds from the Business Combination and PIPE, net of transaction expenses (Note 3)	213,381	0	0
Forward Purchase Agreement prepayment	(60,096)	0	0
Proceeds from exercise of options	2,550	0	3,150
Proceeds from issue of SAFE and warrant instruments	0	50,000	30,000
Payments for Repurchase of Equity	(7,650)	(649)	(396)
Repayment of borrowings	0	0	(570)
Net cash provided by financing activities	148,185	50,545	116,015
Net increase (decrease) in cash, cash equivalents and restricted cash	(7,022)	(44,844)	67,677
Cash, cash equivalents and restricted cash at beginning of period	83,710	128,732	60,909
Effects of currency translation on cash, cash equivalents and restricted cash	(404)	(178)	146
Cash, cash equivalents and restricted cash at end of period	76,284	83,710	128,732
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable	279	246	708
Receipt of common shares as payment for option exercises	0	1,944	938
Right-of-use asset additions	12,866	4,108	0
PPP loan forgiveness	0	0	3,065
Reclassification of capitalized costs related to the business combination to equity	1,514	0	0
Cashless conversion of warrants on preferred shares	5,890	0	0
Recognition of public and private warrant liabilities in the Business Combination	4,624	0	0
Reclassification of AM SAFE warrant to equity	1,800	0	0
Conversion of AM SAFE liability into common stock	29,730	0	0
Conversion of Legacy LanzaTech NZ, Inc. preferred stock and in-kind dividend into common stock	722,160	0	0
Reclassification of Shortfall warrant to equity	$ 3,063	$ 0	$ 0

Summary of Significant Accounting Policies - Equity Investments (Details) - USD ($) $ in Thousands	Feb. 08, 2023	Dec. 07, 2022	Dec. 31, 2022
Description of Organization and Business Operations
Shares issued in transaction (in shares)	196,222,737
Brookfield SAFE liability			$ 50,000
ArcelorMittal
Description of Organization and Business Operations
Shares issued in transaction (in shares)		3,000,000

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

As of December 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) :


	As of
	December 31, 2023		December 31, 2022
Accounts receivable	$	2,190	$	1,821
Contract Assets	659		—
Notes receivable	5,436		—
Accounts payable	582		3,195

The following table presents revenue from related parties per disaggregated revenue categories:


	Year Ended December 31,
		2023		2022		2021
Revenue from related parties, included within Licensing		$	3,449	$	2,160	$	2,025
Revenue from related parties, included within Engineering and other services		2,363		810		1,228

The main transactions with related parties are described below:

LanzaJet

The Company and LanzaJet have entered into a master service agreements defining the terms when LanzaJet is a subcontractor for some of the Company’s projects, and conversely, when the Company is a subcontractor for LanzaJet’s projects. The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company.

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet, refer to Note 6 - Investments, for more information. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services,

access to office and laboratory space, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. For the years ended December 31, 2023, 2022, and 2021, the Company recognized revenue from related parties of approximately $245, $185, and $495, respectively, under the transition services agreement.

The Company also provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 6 - Investments and other projects whereby LanzaJet is the customer. The Company recognized revenue of $468 for the year ended December 31, 2023, an immaterial amount of revenue for the year ended December 31, 2022, and $428 for the year ended December 31, 2021. In 2023, LanzaTech additionally sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects and recorded revenue of $2,000, net of $461 of intra-entity profit elimination, with deferred payment terms no later than December 2024.

LanzaJet Note Purchase Agreement

On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes maturing December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes maturing December 31, 2043. The Company committed to purchase $5.5 million of Subordinated Secured Notes, which was funded on May 1, 2023. The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over the intellectual property owned or in-licensed by LanzaJet.

Each purchaser of Notes under the Note Purchase Agreement also received a warrant for the right to purchase 575,000 shares of common stock of LanzaJet for each $10 million of Notes purchased by such purchaser for an exercise price of $0.01 per share. The warrants are exercisable when the related loan commitment is funded, and may be exercised until the earlier of the third anniversary following the date the holder’s loan commitment is fully funded, or the end of the availability period as defined in the Note Purchase Agreement if the commitment has not been fully funded. In the case of the Company, LanzaTech received warrants to purchase 316,250 shares of common stock of LanzaJet, which became exercisable by the Company when the note was funded on May 1, 2023. Upon funding of the Notes, the warrants meet the accounting criteria to be considered in-substance common stock, and are accounted for as part of the equity-method investment. Refer to Note 6 - Investments.

The Note Purchase Agreement may be amended with the approval of holders of at least 66 2∕3% of the Notes, except with respect to certain rights that require approval of all holders to amend. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate the payment of its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes.

SGLT

The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, small-size equipment and consulting services. For the years ended December 31, 2023, 2022, and 2021, the Company recognized revenue of approximately $75, $289, and $282, respectively. The Company also provided engineering services and incurred costs of $853, $645, and $1,223 for the years ended December 31, 2023, 2022, and 2021, respectively.

Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in August 2023, to provide SGLT with the right to sublicense the intellectual property that LanzaTech previously licensed to SGLT. In exchange, the Company is entitled to receive fixed licensing consideration, calculated as a percentage of the maximum amount of royalties owed to SGLT from its sublicenses. For the year ended December 31, 2023, the Company recognized sublicensing revenue of $1,200. Prior to June 2023, the Company was only entitled to royalties

from SGLT if SGLT received sublicense royalty payments. For the years ended December 31, 2022 and 2021, the Company did not recognize any sublicensing revenue as no royalties were received by SGLT.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Revenues (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregated revenue

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


	Year Ended December 31,
		2023		2022		2021
Contract Types:
Licensing		$	3,449	$	2,160	$	2,025
Engineering and other services		39,196		19,061		9,539

Biorefining revenue		$	42,645	$	21,221	$	11,564

Joint development agreements		8,416		6,021		11,700
Contract research		6,233		6,101		2,197
Joint development and contract research revenue		$	14,649	$	12,122	$	13,897

CarbonSmart product		5,337		4,000		—

Total Revenue		$	62,631	$	37,343	$	25,461

The following table presents revenue from partners in collaborative arrangements and from grant contributions which are included in the table above as follows (in thousands):


	Year Ended December 31,
		2023	2022	2021
Revenue from partners in collaborative agreements included in the Joint development agreements above		5,529	2,575	3,337
Revenue from grant contributions included in the Engineering and other services above		24,146	6,026	2,486

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2023, 2022, and 2021 (in thousands):


	Year Ended December 31,
		2023		2022		2021
North America		$	17,618	$	17,149	$	15,825
Europe, Middle East, Africa (EMEA)		37,447		11,500		7,522
Asia		3,570		5,752		1,477
Australia		3,996		2,942		637
Total Revenue		$	62,631	$	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 December 31, 2022	$	18,000	$	3,101	$	10,760
Additions to unbilled accounts receivable	61,453		—		—
Increases due to cash received	—		10,058		—
Unbilled accounts receivable recognized in trade receivables	(51,405)		—		—
Decrease on revaluation on currency	190		—		160
Reclassification from long-term to short-term	—		2,687		(2,687)
Reclassification to revenue as a result of performance obligations satisfied	—		(12,648)		—
Balance as of December 31, 2023	$	28,238	$	3,198	$	8,233

Remaining performance obligations

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


	As of
	December 31, 2023		December 31, 2022
Current	$	3,198	$	3,101
Non-current	8,233		10,760
Total	$	11,431	$	13,861

Fair Value - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Brookfield SAFE liability		$ 50,000
Warrants	$ 7,614	4,108
AM SAFE liability	0	28,986
Fair Value, Recurring
Assets:
Cash equivalents	28,058	523
Total assets	28,058
Liabilities:
FPA Put Option liability	37,523
Fixed Maturity Consideration	7,228
Brookfield SAFE liability	25,150	50,000
Warrants		2,119
AM SAFE liability		28,986
Total liabilities	77,515	83,094
Fair Value, Recurring \| Private placement warrants
Liabilities:
Warrants	3,915
Fair Value, Recurring \| Public warrants
Liabilities:
Warrants	3,699
Fair Value, Recurring \| AM SAFE warrant
Liabilities:
Warrants		1,989
Fair Value, Recurring \| Level 1
Assets:
Cash equivalents	28,058	523
Total assets	28,058
Liabilities:
FPA Put Option liability	0
Fixed Maturity Consideration	0
Brookfield SAFE liability	0	0
Warrants		0
AM SAFE liability		0
Total liabilities	3,699	0
Fair Value, Recurring \| Level 1 \| Private placement warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 1 \| Public warrants
Liabilities:
Warrants	3,699
Fair Value, Recurring \| Level 1 \| AM SAFE warrant
Liabilities:
Warrants		0
Fair Value, Recurring \| Level 2
Assets:
Cash equivalents	0	0
Total assets	0
Liabilities:
FPA Put Option liability	0
Fixed Maturity Consideration	0
Brookfield SAFE liability	0	0
Warrants		0
AM SAFE liability		0
Total liabilities	0	0
Fair Value, Recurring \| Level 2 \| Private placement warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 2 \| Public warrants
Liabilities:
Warrants	0
Fair Value, Recurring \| Level 2 \| AM SAFE warrant
Liabilities:
Warrants		0
Fair Value, Recurring \| Level 3
Assets:
Cash equivalents	0	0
Total assets	0
Liabilities:
FPA Put Option liability	37,523
Fixed Maturity Consideration	7,228
Brookfield SAFE liability	25,150	50,000
Warrants		2,119
AM SAFE liability		28,986
Total liabilities	73,816	83,094
Fair Value, Recurring \| Level 3 \| Private placement warrants
Liabilities:
Warrants	3,915
Fair Value, Recurring \| Level 3 \| Public warrants
Liabilities:
Warrants	$ 0
Fair Value, Recurring \| Level 3 \| AM SAFE warrant
Liabilities:
Warrants		$ 1,989

Share-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares)	14,661,000
Granted (in shares)	3,556,000	0
Exercised (in shares)	(1,659,000)
Cancelled/forfeited (in shares)	(146,000)
Ending balance (in shares)	16,412,000	14,661,000
Vested and expected to vest (in shares)	16,412,000	14,661,000
Exercisable (in shares)	10,869,000	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
Granted (usd per share)	3.77
Exercised (usd per share)	1.54
Cancelled/forfeited (usd per share)	2.08
Ending balance (usd per share)	1.96	$ 1.48
Vested and expecting to vest (usd per share)	1.96	1.48
Exercisable (usd per share)	$ 1.49	$ 1.44
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted average remaining contractual term	6 years 1 month 17 days
Vested and expecting, Weighted average remaining contractual term	6 years 1 month 17 days
Exercisable, Weighted average remaining contractual term	4 years 11 months 12 days
Outstanding, Aggregate intrinsic value	$ 51,601
Vested and expecting to vest, Aggregate intrinsic value	51,601
Exercisable, Aggregate intrinsic value	$ 38,691

Income Taxes

12 Months Ended

Dec. 31, 2023

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 years ended December 31, 2023, 2022, and 2021.

The Company recorded an income tax expense of $0 for the twelve months ended December 31, 2023, 2022, and 2021, representing an effective tax rate of 0%. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the twelve months ended ended December 31, 2023, 2022, and 2021 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.

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


	Year Ended December 31,
	2023		2022		2021
United States	$	(134,020)	$	(73,271)	$	(39,860)

Foreign	(78)		(3,085)		(6,829)
Total	$	(134,098)	$	(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 2023, 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,
	2023				2022				2021
Income tax (benefit) at the statutory federal income tax rate	$	(28,145)	21.0	%	$	(16,035)	21.0	%	$	(9,805)	21.0	%
Foreign tax rate differential	(15)		—	%	(72)		0.1	%	(605)		1.3	%
State and local taxes	(9,757)		7.3	%	(6,961)		9.1	%	(4,068)		8.7	%

Foreign exchange differences	—		—	%	—		—	%	(143)		0.3	%
Share based compensation	197		(0.1)	%	288		(0.4)	%	501		(1.1)	%
Nondeductible loss on stock	6,324		(4.7)	%	—		—	%	—		—	%
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 on redomiciliation of intellectual property	—		—	%	—		—	%	4,890		(10.5)	%
Valuation allowance	31,661		(23.6)	%	26,286		(34.4)	%	7,958		(17.0)	%
PPP loan forgiveness	—		—	%	—		—	%	(644)		1.4	%
Deferred True-Up	—		—	%	(2,836)		3.7	%	—		—	%
Other	(265)		0.2	%	31		—	%	186		(0.3)	%
Total income tax expense (benefit)	$	—	—	%	$	—	—	%	—		—	%

Deferred Taxes

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


	Year Ended December 31,
Deferred tax assets:	2023		2022
Net operating loss and credit carryforwards	134,609		133,537
Stock-based compensation	4,526		2,071

Operating lease liability	6,281		2,473
Accrued bonus	—		1,514
Accrued expenses	—		239
Deferred revenue	148		126
Equity method investment	3,051		2,040
R&D capitalization	26,725		—
Other	1,051		460
	$	176,391	$	142,460

Valuation allowance	(171,223)		(139,562)
Net deferred tax asset	5,168		2,898
Deferred tax liabilities:
Operating lease asset	(5,584)		(2,125)
Other	416		(773)
Total deferred tax liabilities	(5,168)		(2,898)

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

At December 31, 2023 and 2022, the Company had $395,590 and $391,759, 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, 2023 and 2022, the net operating loss and credit carryforwards are comprised of $321,743 and $318,382 in the United States,$30,011 and $29,691 in state and local, $43,805 and $43,655 in foreign jurisdictions, respectively. At December 31, 2023 and 2022, the Company had net operating loss carryforwards of approximately $145,090 and $146,467, respectively, that expire in various years from 2024 through 2038, plus $215,388 and $210,145, 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, 2023 and 2022, a valuation allowance of $171,223 and $139,562, 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, 2023, 2022, and 2021.

At December 31, 2023 and 2022, 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, 2023.

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

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

The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2.0), with certain aspects of Pillar 2.0 effective January 1, 2024 and other aspects effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. We do not anticipate Pillar 2.0 to have material impacts on our effective tax rate, financial position or cash flows.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

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”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of LanzaTech Global, Inc. and its wholly-owned consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Following the consummation of the Business Combination LanzaTech was a “smaller reporting company” or “SRC” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The market value of LanzaTech’s common stock that was held by non-affiliates (i.e. public float) exceeded $700 million as of the last business day of the Company’s 2023 second fiscal quarter (the measurement date). As a result, LanzaTech no longer qualified as a SRC as of the measurement date. LanzaTech has elected to continue using the scaled disclosures permitted for SRCs in this prospectus, and will begin providing non-scaled larger company disclosures in the Form 10-Q as of and for the period ended March 31, 2024.

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.

For more information on the Business Combination, see Note 3 - Reverse Recapitalization.

The Company has reclassified its warrants on preferred shares, for $2,119 as of December 31, 2022, from Other accrued liabilities to Warrants on the consolidated balance sheet to conform with current period presentation.

Revision of previously issued financial statements

The Forward Purchase Agreement prepayment is presented as a cash outflow from financing activities within the consolidated statement of cash flows for the year ended December 31, 2023. In the Company’s quarterly reports for the year-to-date periods ended March 31, 2023, June 30, 2023, and September 30, 2023, it was classified as a cash outflow from investing activities. During Q4 2023, the company identified the error and updated the presentation in the annual financial statements. The Company will revise this presentation in the 2023 comparative periods presented in its quarterly reports for the year-to-date periods ended March 31, 2024, June 30, 2024, and September 30, 2024 filed for the quarters. The Company has determined the incorrect classification was not material to the respective quarterly reports.

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 losses up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 15 - 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 $75,585, short and long-term held-to-maturity debt investments of $45,159 and an accumulated deficit of $(831,872) as of December 31, 2023 and cash outflows from operations of $(97,296) and a net loss of $(134,098) for the twelve months ended December 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, (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 (see below).

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 consolidated financial statements were issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months.

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, valuation of common stock prior to the close of the Business Combination, revenue recognized over time, AM SAFE and Brookfield SAFE obligations, AM SAFE warrants, the Forward Purchase Agreement and the Private Placement Warrants.

The Company uses the percentage of completion for the input method to recognize revenue over time for certain contracts with customers. 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 - Summary of Significant Accounting Policies 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 other comprehensive income.

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, 2023 and December 31, 2022, the Company had $75,585 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 consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2023 and December 31, 2022.


	As of
	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	75,585	$	83,045
Restricted cash (presented within Other current assets)	699		665
Cash, cash equivalents and restricted cash	$	76,284	$	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 December 31, 2023 and 2022, the Company recognized an allowance for doubtful accounts of $1,751 and $1,051, respectively.

Other Current Assets

Other current assets consist of prepaid expenses, materials and supplies, inventory 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. Inventory consists of CarbonSmart products and biocatalysts to be sold to biorefining customers.

Property, Plant and Equipment, net

Property, plant 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, 2023, 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.

Our equity method investment is 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 equity security investments. 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 statements 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 was classified as mark-to-market liability pursuant to ASC 480, Distinguishing Liability from Equity ("ASC 480") as of December 31, 2022. On the Closing Date of the Business Combination, the AM SAFE converted into 3,000,000 shares of common stock. The AM SAFE was adjusted to its fair value on the Closing Date prior to settlement.

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.

Investment securities

The Company classifies investment securities according to their purpose and holding period. All investment securities are debt securities that have been classified as held-to-maturity (“HTM”) because the Company has both the ability and intent to hold the securities to maturity.

HTM debt securities are comprised of U.S. Treasury bills, U.S. Treasury notes, Yankee bonds, and corporate debt. HTM debt 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 within trade and other receivables, net of allowance on the 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 at fair value 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 in Other expense, net on the consolidated statements 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 partial 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 in its entirety, 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.

The FPA consists of three freestanding financial instruments which are accounted for as follows:

1)The total prepayment of $60,547 (“Prepayment Amount”), which is accounted for as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and sale of shares to the Purchasers pursuant to a subscription agreement.

2)The “FPA Put Option” which includes both the in-substance written put option and the portion of the Maturity Consideration in excess of the Minimum Maturity Consideration (the “Variable Maturity Consideration”). The FPA Put Option is a derivative instrument the Company has recorded as a liability and measured at fair value. The initial fair value of the FPA Put Option and subsequent changes in fair

value of the FPA Put Option are recorded within Other expense, net on the consolidated statements of operations and comprehensive loss.

3)The “Fixed Maturity Consideration,” which includes the minimum portion of the Maturity Consideration (the “Minimum Maturity Consideration”), calculated as 7,500,000 less 5,916,513 multiplied by $2.00 or $3,167, and the Share Consideration. Both the Minimum Maturity Consideration and the Share Consideration are considered to be free-standing debt instruments and as both will be paid on the same terms and at the same time, these are accounted for together. The Company has elected to measure these using the FVO under ASC 825, Financial Instruments (“ASC 825”). The Fixed Maturity Consideration is recorded as a long-term liability on the consolidated balance sheets. The initial fair value of the Fixed Maturity Consideration and subsequent changes in fair value of the Fixed Maturity Consideration are recorded within Other expense, net on 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, 2023 and 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 from exchange transactions 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 and optimize novel biocatalysts, related processes and 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 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, in the case of running royalties, or one-time revenue, in the case of fixed consideration royalties, when its customers deploy the Company’s technology in their biorefining 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.

Grants received to perform engineering services, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue as the qualifying costs related to the grant have been incurred.

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 or 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 purchases chemical building blocks from the customers who have deployed our proprietary technologies in their biorefining 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 sales of CarbonSmart products in the 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 consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

Cost of Revenues

The Company’s R&D, engineering, and other direct costs of services 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 them as incurred.

Fair Value of Financial Instruments

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

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

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

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

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

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

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s contracting entities outside of the United States for the twelve months ended December 31, 2023, 2022, and 2021 was approximately 73%, 61%, and 38%, respectively.

As of December 31, 2023 and December 31, 2022, approximately 49% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable were due from contracting entities located outside the United States. As of December 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 contracting entities’ location is presented in Note 5 - Revenues.

Our largest contracting entities represent 10% or greater of revenue and were as follows for the twelve months ended months ended December 31, 2023, 2022, and 2021:


	Year Ended December 31,
		2023		2022		2021
Customer A		38	%	10	%	9	%
Customer B		6	%	22	%	15	%
Customer C		7	%	7	%	12	%
Customer D		2	%	5	%	27	%

Stock-Based Compensation

In exchange for certain employee and director services, compensation is given in the form of equity-based 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. Liability-classified awards are remeasured at the end of each reporting period and expensed based on the percentage of requisite service that has been rendered.

The Company’s equity-based awards include stock option awards, restricted stock units, stock-appreciation rights (“SARs”) and restricted stock issued by the Company, which vest based on either time and/or the achievement of certain market or performance conditions. The Company records forfeitures as they occur. Compensation expense is recognized in the Company’s consolidated statements of operations and comprehensive loss, primarily within research and development expenses. For awards with only service conditions that have a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. For awards with market or performance conditions that have a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period for each tranche of the award. Compensation expense resulting from performance awards is recognized over the requisite service period when it is probable that the performance condition will be met. The recognized compensation expense for performance awards is adjusted based on an estimate of awards ultimately expected to vest.

The Company estimates the fair value of service and performance-based options and SARs 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 estimates the fair value of market-based RSUs using the Monte Carlo simulation model that uses assumptions including expected volatility, and the derived service period. The Company uses peer data to determine expected volatility and expected term. The Company estimates the fair value of RSUs based on the closing market price of its common stock on the date of measurement.

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, 2023, 2022, and 2021, the Company contributed $1,253, $987, and $720, respectively, to the plan, which contributions are included within Cost of revenue, Research and development expense and Selling, general and administrative 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 6 - Investments, and Note 15 - 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 4 - 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.

Recently Issued Accounting Pronouncements

Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative issued in August 2018

In October 2023, the FASB issued ASU 2023-06, which amends U.S. GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC. The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification. Some of the amendments represent clarifications to, or technical corrections of, the current requirements. Each amendment in ASU 2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by June 30, 2027. Because the company is subject to the SEC’s disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from regulation S-X or Regulation S-K becomes effective, and will be applied prospectively, with early adoption prohibited. No amendments were effective at December 31, 2023. The Company is still currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements.

ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

In November 2023, the FASB issued ASU No. 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This ASU is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the ASU will have on the consolidated financial statements.

ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”)

In December 2023, the FASB issued ASU No. 2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to help investors better assess how a company’s operations and related tax risks and tax planning and operational opportunities affect the company’s tax rate and prospects for future cash flows. ASU 2023-09 improves disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the adoption of the standard in the income tax footnote disclosures.

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Contract assets	$ 28,238	$ 18,000
Revenues	62,631	37,343	$ 25,461
Licensing
Related Party Transaction [Line Items]
Revenues	3,449	2,160	2,025
Engineering and other services
Related Party Transaction [Line Items]
Revenues	39,196	19,061	9,539
Equity Method Investee \| Transactions with Equity Method Investees
Related Party Transaction [Line Items]
Accounts receivable	2,190	1,821
Contract assets	659	0
Accounts and Financing Receivable, after Allowance for Credit Loss	5,436	0
Purchases and open accounts payable	582	3,195
Related Party \| Licensing
Related Party Transaction [Line Items]
Revenues	3,449	2,160	2,025
Related Party \| Engineering and other services
Related Party Transaction [Line Items]
Revenues	$ 2,363	$ 810	$ 1,228

Redeemable, Convertible Preferred Stock - Authorized, Issued and Outstanding Shares, Issue Price, and Carrying Value (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Shares authorized (in shares)	20,000,000	130,133,670
Shares issued (in shares)	0	129,148,393
Shares outstanding (in shares)	0	129,148,393	129,148,393	112,558,444
Carrying Amount	$ 0	$ 480,631	$ 480,631	$ 394,408
Series A
Temporary Equity [Line Items]
Shares authorized (in shares)		20,414,445
Shares issued (in shares)		20,414,445
Shares outstanding (in shares)		20,414,445
Carrying Amount		$ 12,230
Series A \| Minimum
Temporary Equity [Line Items]
Issue price (in dollars per share)		$ 0.40
Series A \| Maximum
Temporary Equity [Line Items]
Issue price (in dollars per share)		$ 0.90
Series B
Temporary Equity [Line Items]
Shares authorized (in shares)		7,582,934
Shares issued (in shares)		7,582,934
Shares outstanding (in shares)		7,582,934
Issue price (in dollars per share)		$ 2.37
Carrying Amount		$ 18,000
Series C
Temporary Equity [Line Items]
Shares authorized (in shares)		18,613,084
Shares issued (in shares)		18,121,698
Shares outstanding (in shares)		18,121,698
Issue price (in dollars per share)		$ 3.36
Carrying Amount		$ 60,850
Series D
Temporary Equity [Line Items]
Shares authorized (in shares)		44,946,572
Shares issued (in shares)		44,452,681
Shares outstanding (in shares)		44,452,681
Issue price (in dollars per share)		$ 4.56
Carrying Amount		$ 188,402
Series E
Temporary Equity [Line Items]
Shares authorized (in shares)		22,678,139
Shares issued (in shares)		22,678,139
Shares outstanding (in shares)		22,678,139
Issue price (in dollars per share)		$ 5.23
Carrying Amount		$ 118,076
Series F
Temporary Equity [Line Items]
Shares authorized (in shares)		15,898,496
Shares issued (in shares)		15,898,496
Shares outstanding (in shares)		15,898,496
Issue price (in dollars per share)		$ 5.23
Carrying Amount		$ 83,073

Forward Purchase Agreement	12 Months Ended
Forward Purchase Agreement	Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Forward Purchase Agreement	Forward Purchase Agreement As discussed in Note 2 - Summary of Significant Accounting Policies, the FPA consists of the Prepayment Amount, the FPA Put Option and the Fixed Maturity Consideration. The Prepayment Amount of $60,547 is presented as a reduction to Additional paid-in capital in our consolidated balance sheets. The value of the FPA Put Option represents the economics of the written put option, inclusive of the Variable Maturity Consideration, and is valued at $37,523 as of December 31, 2023. The Fixed Maturity Consideration is valued at $7,228 as of December 31, 2023. This represents the fair value of the Share Consideration and Fixed Maturity Consideration and is measured in accordance with the FVO. Expensed transaction costs, representing the stock acquisition fees, in the amount of $451 are recorded in Other expense, net on the consolidated statements of operations and comprehensive loss.

Redeemable, Convertible Preferred Stock

12 Months Ended

Dec. 31, 2023

Temporary Equity Disclosure [Abstract]

Redeemable, Convertible Preferred Stock

Prior to the Business Combination, 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.

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.

Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	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	$ (134,098)	$ (76,356)	$ (46,689)
Unpaid cumulative dividends on preferred stock	(4,117)	(38,672)	(36,758)
Net loss allocated to common shareholders	$ (138,215)	$ (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)	176,023,219	9,302,080	8,585,999
Weighted average shares outstanding of Class B common stock - diluted (in shares)	176,023,219	9,302,080	8,585,999
Basic and diluted net income (loss) per share - basic (in dollars per share)	$ (0.79)	$ (12.37)	$ (9.72)
Basic and diluted net income (loss) per share - diluted (in dollars per share)	$ (0.79)	$ (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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-11

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

AM SAFE (Details) - USD ($)	Feb. 08, 2023	Oct. 02, 2022	Dec. 31, 2023	Dec. 31, 2022
Derivative [Line Items]
AM SAFE liability			$ 0	$ 28,986,000
Shares issued in transaction (in shares)	196,222,737
Proceeds from Brookfield SAFE agreement		$ 50,000,000
Required equity funding for qualifying projects		50,000,000
Required equity funding for qualifying projects, remaining amount reduction		5,000,000
Brookfield SAFE liability			$ 25,150,000	50,000,000
Required equity funding		$ 500,000
AM SAFE Liability
Derivative [Line Items]
AM SAFE liability	$ 29,730,000			$ 28,986,000
Shares issued in transaction (in shares)	3,000,000
Stock repurchased (usd per share)	$ 9.91

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax (benefit) at the statutory federal income tax rate	$ (28,145)	$ (16,035)	$ (9,805)
Foreign tax rate differential	(15)	(72)	(605)
State and local taxes	(9,757)	(6,961)	(4,068)
Foreign exchange differences	0	0	(143)
Stock-based compensation	197	288	501
Nondeductible loss on stock	6,324	0	0
Interest income on receivable	0	0	882
Equity method investment	0	(701)	(443)
Non-deductible legal costs	0	0	1,291
Gain from redomiciliation of intellectual property	0	0	4,890
Valuation allowance	31,661	26,286	7,958
PPP loan forgiveness	0	0	(644)
Deferred True-Up	0	(2,836)	0
Other	(265)	31	186
Total income tax benefit	$ 0	$ 0	$ 0
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income tax (benefit) at the statutory federal income tax rate	21.00%	21.00%	21.00%
Foreign tax rate differential	0.00%	0.10%	1.30%
State and local taxes	7.30%	9.10%	8.70%
Foreign exchange differences	0.00%	0.00%	0.30%
Stock-based compensation	(0.10%)	(0.40%)	(1.10%)
Nondeductible loss on stock	(4.70%)	0.00%	0.00%
Interest income on receivable	0.00%	0.00%	(1.90%)
Equity method investment	0.00%	0.90%	0.90%
Non-deductible legal costs	0.00%	0.00%	(2.80%)
Gain from redomiciliation of intellectual property	0.00%	0.00%	(10.50%)
Valuation allowance	(23.60%)	(34.40%)	(17.00%)
PPP loan forgiveness	0.00%	0.00%	1.40%
Deferred True-Up	0.00%	3.70%	0.00%
Other	0.20%	0.00%	(0.30%)
Total income tax benefit	0.00%	0.00%	0.00%

Revenues

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

Disaggregated Revenue

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


	Year Ended December 31,
		2023		2022		2021
Contract Types:
Licensing		$	3,449	$	2,160	$	2,025
Engineering and other services		39,196		19,061		9,539

Biorefining revenue		$	42,645	$	21,221	$	11,564

Joint development agreements		8,416		6,021		11,700
Contract research		6,233		6,101		2,197
Joint development and contract research revenue		$	14,649	$	12,122	$	13,897

CarbonSmart product		5,337		4,000		—

Total Revenue		$	62,631	$	37,343	$	25,461

The following table presents revenue from partners in collaborative arrangements and from grant contributions which are included in the table above as follows (in thousands):


	Year Ended December 31,
		2023	2022	2021
Revenue from partners in collaborative agreements included in the Joint development agreements above		5,529	2,575	3,337
Revenue from grant contributions included in the Engineering and other services above		24,146	6,026	2,486

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2023, 2022, and 2021 (in thousands):


	Year Ended December 31,
		2023		2022		2021
North America		$	17,618	$	17,149	$	15,825
Europe, Middle East, Africa (EMEA)		37,447		11,500		7,522
Asia		3,570		5,752		1,477
Australia		3,996		2,942		637
Total Revenue		$	62,631	$	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 December 31, 2022	$	18,000	$	3,101	$	10,760
Additions to unbilled accounts receivable	61,453		—		—
Increases due to cash received	—		10,058		—
Unbilled accounts receivable recognized in trade receivables	(51,405)		—		—
Decrease on revaluation on currency	190		—		160
Reclassification from long-term to short-term	—		2,687		(2,687)
Reclassification to revenue as a result of performance obligations satisfied	—		(12,648)		—
Balance as of December 31, 2023	$	28,238	$	3,198	$	8,233

The increase in contract assets was mostly due to unbilled accounts receivable resulting from revenue recorded under contracts with customers and grants where the Company performed engineering and other services, and primarily relates to contracts with government entities. 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, 2023 and December 31, 2022 the Company had $11,157 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
	December 31, 2023		December 31, 2022
Current	$	3,198	$	3,101
Non-current	8,233		10,760
Total	$	11,431	$	13,861

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 75,585	$ 83,045
Restricted cash (presented within Other current assets)	699	665
Cash, cash equivalents and restricted cash	$ 76,284	$ 83,710	$ 128,732	$ 60,909

Net Loss Per Share - Antidilutive Shares (Details) - shares	1 Months Ended	12 Months Ended
	Feb. 07, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		45,154,631	147,330,749	149,491,092
Redeemable convertible preferred stock (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	129,148,393	0	129,148,393	129,148,393
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		16,411,978	14,661,253	16,821,596
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		7,084,967	0	0
RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		0	2,535,825	2,535,825
Brookfield SAFE
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		5,000,000	0	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		16,657,686	985,278	985,278

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	May 13, 2023	Feb. 08, 2023	Dec. 31, 2023	Dec. 31, 2021	Mar. 27, 2023	Nov. 09, 2022
Warrants
Number of shares issuable by warrant (in shares)		985,278				316,250
Exercise of warrants (in shares)		594,309	594,309	691,453
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 9.91				$ 0.01
Fair value of shares		$ 5,890
Warrants outstanding (in shares)		12,574,200
Minimum
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 3.36
Maximum
Warrants
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		4.56
AM SAFE Warrant
Warrants
Number of shares issuable by warrant (in shares)			300,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 10.00	$ 10.00
Fair value of shares			$ 1,800
Shortfall Warrants
Warrants
Number of shares issuable by warrant (in shares)					1
Fair value of shares	$ 3,063
Price of warrant (in usd per warrant)					$ 10.00
Financial Instruments Subject to Mandatory Redemption, Reclassification Gain	$ 2,042
Shortfall Warrants \| ACM
Warrants
Warrants issued (in shares)					2,073,486
Shortfall Warrants \| Vellar Opportunity Fund SPV LLC - Series 10
Warrants
Warrants issued (in shares)					2,010,000
Public Warrants and Private Placement Warrants
Warrants
Number of shares issuable by warrant (in shares)			1
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
Public Warrants and Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Redemption price per public warrant (in dollars per share)			$ 0.01
Redemption period			30 days
Trigger price (usd per share)			$ 18.00
Threshold trading days for redemption of public warrants			20 days
Minimum threshold written notice period for redemption of public warrants			30 days
Public Warrants and Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Warrants
Redemption price per public warrant (in dollars per share)			$ 0.10
Redemption period			30 days
Trigger price (usd per share)			$ 10.00
Public warrants
Warrants
Warrants outstanding (in shares)		7,499,924	7,499,924
Private placement warrants
Warrants
Warrants outstanding (in shares)		4,774,276	4,774,276

Share-Based Compensation - Restricted Stock Units Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Time Based RSU
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	0
Granted (in shares)	3,185,000
Vested (in shares)	(2,000)
Cancelled/forfeited (in shares)	(28,000)
Ending balance (in shares)	3,155,000	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance, weighted average fair value (usd per share)	$ 0
Granted, weighted average fair value (usd per share)	3.51
Vested, weighted average fair value (usd per share)	3.45
Cancelled/forfeited, weighted average fair value (usd per share)	3.43
Ending balance, weighted average fair value (usd per share)	$ 3.51	$ 0
Market Based RSU
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	0
Granted (in shares)	3,930,000	0
Vested (in shares)	0
Cancelled/forfeited (in shares)	0
Ending balance (in shares)	3,930,000	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance, weighted average fair value (usd per share)	$ 0
Granted, weighted average fair value (usd per share)	1.69
Vested, weighted average fair value (usd per share)	0
Cancelled/forfeited, weighted average fair value (usd per share)
Ending balance, weighted average fair value (usd per share)	$ 1.69	$ 0

Redeemable, Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2023

Temporary Equity Disclosure [Abstract]

Redeemable convertible preferred stock

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


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

Summary of Significant Accounting Policies - Trade and Other Receivables and Impairment of Long-Lived Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 1,751,000	$ 1,051,000
Impairment loss	$ 0	$ 0

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

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):


	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss for basic and diluted earnings per common share	$	(134,098)	$	(76,356)	$	(46,689)
Unpaid cumulative dividends on preferred stock	(4,117)		(38,672)		(36,758)
Net loss allocated to common shareholders	$	(138,215)	(115,028)		(83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	176,023,219		9,302,080		8,585,999
Net loss per common share, basic and diluted(1)	$	(0.79)	$	(12.37)	$	(9.72)

__________________

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

Schedule of antidilutive securities excluded from computation of earnings per share

As of December 31, 2023, 2022, and 2021, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive include the following:


	December 31,
	2023	2022	2021
Redeemable convertible preferred stock (if converted)	—	129,148,393	129,148,393
Options	16,411,978	14,661,253	16,821,596
RSUs	7,084,967	—	—
RSAs	—	2,535,825	2,535,825
Brookfield SAFE	5,000,000	—	—
Warrants	16,657,686	985,278	985,278
Total	45,154,631	147,330,749	149,491,092

Leases - Lease Maturities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
Year one	$ 111
Year two	602
Year three	704
Year four	3,101
Year five	3,141
Thereafter	27,039
Total lease payments	34,698
Less: imputed interest	14,756
Total lease liabilities	$ 19,942

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of December 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 lease for real estate to expand its headquarters in Skokie, Illinois. The lease was subsequently amended in December 2023. The lease contains multiple lease components, and the commencement date for some lease components will occur in April and May 2024. Accordingly, for these lease components where the lease has not commenced, there are no right-of-use assets or lease liabilities recorded on the consolidated balance sheets as of December 31, 2023. Total lease payments through 2036 for these lease components are expected to be $17,216.

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

The Company adopted the LanzaTech 2023 Long-Term Incentive Plan (the “LTIP”) in conjunction with the closing of the Business Combination. The LTIP provides for grants of a variety of awards to employees, directors, and other service providers to the Company, including, but not limited to stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock-based awards or cash incentives. Prior to the effective date of the closing of the Business Combination, the Company granted awards under the LanzaTech NZ Inc. 2013 Stock Plan, the LanzaTech NZ Inc. 2015 Stock Plan, and the LanzaTech NZ, Inc. 2019 Stock Plan, (collectively, the “Prior Stock Plans”).

Equity Classified Awards:

RSUs

Under the LTIP, the Company has granted two types of RSUs: time-based RSUs, and market-based RSUs. Time-based RSUs granted to employees and other service providers (other than directors) are generally subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in 3 equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to grantee’s continued service through each vesting date. However, vesting will accelerate in certain circumstances (e.g., retirement, death, disability, or a qualified termination in connection with a change in control). Time-based RSUs granted to directors are subject to a one-year vesting schedule and the full award vests on the first anniversary of the vesting commencement date, subject to the director’s continued service through the vesting date. However, vesting will accelerate in certain circumstances (e.g., removal in connection with a change in control).

The market-based RSUs have both a time-based and a market-based vesting component. Both components must be met for the award to vest. The market-based RSUs are subject to the same three-year annual pro-rata vesting schedule as the employee time-based RSUs. The market-based vesting component is satisfied if on any date during

the period beginning on the 151st date following the vesting commencement date and ending on the fifth anniversary of the vesting commencement date, the average closing price of a share of the Company’s common stock, equals or exceeds $11.50, determined using the closing share price from the 20 trading days preceding such determination date.

The following assumptions were used in the lattice-based option valuation model for market-based RSUs granted during the year ended December 31, 2023. There were no market-based RSUs granted during the year ended December 31, 2022.


			2023
Derived service period in years			1.54 - 2.76
Expected volatility			50%
Expected dividends			—
Risk-free rate			3.45% - 4.44%

A summary of the unvested time-based and market-based equity-classified RSUs are presented in the following table:


	Time-based RSUs		Market-based RSUs
	Shares (in thousands)	Weighted Average Grant Date Fair Value	Shares (in thousands)	Weighted Average Grant Date Fair Value
January 1, 2023	—	—	—	$	—
Granted	3,185	3.51	3,930	1.69
Vested	(2)	3.45	—	—
Cancelled/forfeited	(28)	3.43	—
December 31, 2023	3,155	3.51	3,930	$	1.69

The Company recorded compensation expense related to the time-based RSUs of $3,153 for the year ended December 31, 2023. Unrecognized compensation costs as of December 31, 2023 was $7,919 and will be recognized over a weighted average of 2.20 years.

The Company recorded compensation expense related to the market-based RSUs of $3,440 for the year ended December 31, 2023. Unrecognized compensation costs as of December 31, 2023 was 3,198 and will be recognized over a weighted average of 1.57 years.

Stock Options

In accordance with the LTIP and Prior Stock Plans, grantees have also been granted stock options to purchase common shares. The exercise prices of each stock option was no less than the fair market value price of the Company’s common shares determined as of the date of grant. The stock options generally vest over the course of two to five years, subject to the service provider’s continued service through each vesting date. Upon termination of service, unvested stock options are forfeited in accordance with their terms unless the award agreement provides for accelerated vesting (e.g., due to retirement). The below tables reflect the stock options granted prior to the Business Combination multiplied by the exchange ratio and the weighted average exercise price divided by the exchange ratio.

The following assumptions were used in the option valuation model for options granted during the year ended December 31, 2023. There were no options granted during the year ended December 31, 2022.


			2023
Expected term in years			5.98 - 6.00
Expected volatility			76.70% - 76.80%
Expected dividends			—
Risk-free rate			3.45% - 3.60%

Stock option awards outstanding as of December 31, 2023 and changes during the period ended December 31, 2023 were as follows:


	Shares subject to 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
Vested and expecting to vest at January 1, 2023	14,661	1.48
Exercisable at January 1, 2023	11,203	$	1.44
Granted	3,556	3.77
Exercised	(1,659)	1.54
Cancelled/forfeited	(146)	2.08
Outstanding at December 31, 2023	16,412	$	1.96	6.13	$	51,601
Vested and expecting to vest at December 31, 2023	16,412	1.96		6.13	51,601
Exercisable at December 31, 2023	10,869	$	1.49	4.95	$	38,691

The Company recorded compensation expense related to the options of $5,623, $2,527, and $2,531 for the years ended December 31, 2023, 2022, and 2021. Unrecognized compensation costs as of December 31, 2023 was $8,321 and will be recognized over a weighted average of 2.07 years.

Restricted Stock Awards (“RSAs”)

Under the Prior Stock Plans, the Company granted RSAs which 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 RSAs with a weighted average grant date fair value of $1.08. The Business Combination constituted a “liquidity event” which caused the vesting of all such outstanding, unvested RSAs. The vesting of the RSAs resulted in compensation expense of $2,741 for the year ended December 31, 2023, respectively. There was no compensation expense recorded in the comparable periods in 2022 or 2021, because the Company concluded that the liquidity event performance condition was not probable of being satisfied at the time. In connection with the vesting of these RSAs, certain holders of the RSAs surrendered 771,141 shares in a withhold to cover transaction to fund the payment of applicable tax withholding on their behalf by the Company. This resulted in a total cash payment of $7,650 by the Company to the Internal Revenue Service for the applicable tax withholding associated with this vesting event.

Liability-Classified Awards

Phantom RSUs

Under a phantom equity sub-plan of the LTIP, certain non-US employees of the Company were provided with Phantom RSUs that can only be settled in cash and are therefore recorded as a liability. The Phantom RSUs have a graded vesting schedule and vest in 3 equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements. Grantees are entitled to receive a cash payment equal to the fair market value of a share multiplied by the number of vested RSUs as of the applicable vesting date.

Phantom SARs

Under a phantom equity sub-plan of the LTIP, certain non-US employees of the company were provided with Phantom SARs that can only be settled in cash and are therefore recorded as a liability. The Phantom SARs have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements. Phantom SARs expire 10 years after the grant date and entitle the grantee to receive a cash payment upon exercise of the award equal to the excess of the fair market value of a share on the date of exercise over the exercise price multiplied by the number of SARs exercised.

Investments - Narrative (Details) $ / shares in Units, ¥ in Thousands				2 Months Ended	3 Months Ended		12 Months Ended
	May 13, 2020 USD ($)	Sep. 28, 2011 USD ($)	Sep. 28, 2011 CNY (¥)	Apr. 04, 2021 USD ($) investment_round shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 08, 2023 $ / shares	Nov. 09, 2022 $ / shares
Schedule of Equity Method Investments [Line Items]
Allowance for credit loss					$ 0		$ 0
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares										$ 9.91	$ 0.01
Equity method investments cost							288,000	$ 0	$ 0
Impairment on equity method investments							0	0	0
Dividends from equity investments					$ 0	$ 0	$ 0	0	0
LanzaJet
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property	$ 15,000,000
Ownership percentage	37.50%			23.00%	23.06%		23.06%
Revenue from Contract with Customer, Excluding Assessed Tax							$ 2,249,000
Deferred revenue					$ 5,375,000	8,062,000	$ 5,375,000	8,062,000
Profit amortization period							15 years
Number of rounds of investments \| investment_round				2
Class of warrant or right, exercise price of warrants or rights (in dollars per share) \| $ / shares											$ 0.01
Equity Method Investment, Realized Gain (Loss) on Disposal							$ 532,000
Equity Method Investment, Ownership Percentage, Diluted					22.38%		22.38%
Contingent right to receive additional interest \| shares				45,000,000
Equity method investments cost				$ 0
Carrying value less than proportionate share of book value					$ 3,400,000	$ 3,700,000	$ 3,400,000	3,700,000
LanzaJet \| Intra-entity
Schedule of Equity Method Investments [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax							$ 437,000	$ 527,000	$ 662,000
SGLT
Schedule of Equity Method Investments [Line Items]
Ownership percentage		30.00%	30.00%			9.31%		9.31%	10.01%
Gain on dilution								$ 3,368,000	$ 3,048,000
SGLT \| Intellectual Property
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property		$ 4,000,000	¥ 25,800

Investments

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investments

HTM Debt Securities

HTM debt securities are comprised of U.S. Treasury bills and notes, Yankee debt securities, and corporate debt securities. HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment.


	December 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term
US Treasury bills and notes	20,423		6		$	—	$	20,429	$	14
Corporate debt securities	21,736		14		(33)		21,717		209
Yankee debt securities	3,000		—		(8)		2,992		43
Total debt securities due within a year	$	45,159	$	20	$	(41)	$	45,138	$	266






Total HTM Debt Securities	45,159		20		(41)		45,138		266

The Company regularly reviews held-to-maturity securities for declines in fair values that are determined to be credit related. As of December 31, 2023, the Company did not have an allowance for credit losses related to held-to-maturity securities.

Equity investments

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


	As of
	December 31, 2023		December 31, 2022
Equity Method Investment in LanzaJet	$	7,066	$	10,561
Equity Security Investment in SGLT	14,990		14,990
Total Investment	$	22,056	$	25,551

LanzaJet

On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet, Inc. (“LanzaJet”) in connection with an investment agreement (“Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606. The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. During the years ended December 31, 2023, 2022, and 2021, the Company recognized revenue from this arrangement of $2,249, $2,160, and $2,025, respectively, net of intra-entity profit elimination and has associated deferred revenue of $5,375 and $8,062, as of December 31, 2023 and December 31, 2022, respectively. Intra-entity profits related to this arrangement are $437, $527, and $662 for the years ended December 31, 2023, 2022, and 2021, respectively. Intra-entity profits are amortized over a 15-year period through 2034.

Between February 1, 2021 and April 4, 2021, LanzaJet closed two additional rounds of investment which reduced the Company's Original Interest to approximately 23%. In connection with the LanzaJet Note Purchase Agreement as described in Note 15 - Related Party Transactions, LanzaJet issued warrants that are exercisable for $0.01 by the holder when the related funds are drawn by LanzaJet. The warrants held by LanzaTech and other

lenders meet the accounting criteria for in-substance common stock at the time the related note commitment is drawn by LanzaJet and the warrants become exercisable. As of December 31, 2023, LanzaTech’s ownership was diluted to 23.06% because LanzaTech received proportionally fewer warrants than the other investors. The Company recorded a gain on dilution of $532. LanzaTech’s ownership is subject to further dilution to 22.38% if LanzaJet draws additional funds committed in the LanzaJet Note Purchase Agreement and the remaining warrants are exercisable by the holders. Under the LanzaJet Investment Agreement, certain other LanzaJet shareholders agreed to make an additional cash investment following the achievement of certain development milestones relating to the demonstration facility. If made, these additional investments would fund the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet. Upon the closing of each of the first three of these additional investments and no later than the sublicensing of the relevant facility, LanzaTech has a right to receive additional LanzaJet shares of up to 45 million shares in the aggregate for no additional consideration. To date, these shares have not been issued.

The carrying value of our equity method investment in LanzaJet as of December 31, 2023 and December 31, 2022 was approximately $3,400 and $3,700 less than our proportionate share of our equity method investees’ book values, respectively. The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which we may become entitled in exchange for our contribution of intellectual property to LanzaJet. The variable consideration we may receive will be in the form of additional ownership interests and the majority of the basis difference will reverse in connection with recognition of that variable consideration.

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

SGLT

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

As of December 31, 2021, the Company’s interest in SGLT’s registered capital is approximately 10.01%. As the result of the admittance of new investors, the Company recognized a gain from dilution of $3,048 during the year ended December 31, 2021. On April 29, 2022, SGLT closed a round of financing which reduced the Company's ownership to 9.31% and resulted in the recognition of gain from dilution of $3,368. As of September 30, 2022, the Company no longer had significant influence over the operating and financial policies of SGLT due to the significant and sustained decrease in SGLT's technological dependence on LanzaTech. As such, the Company ceased applying the equity method and from October 1, 2022 and forward, the Company accounts for its investment in equity security of SGLT using the alternative measurement principals as permitted under ASC 321, Investments - Equity Securities, because SGLT's fair value is not readily determinable. For the year ended December 31, 2023, there was no change in the value of the investment in SGLT.

As of December 31, 2023, 2022, and 2021, there were no impairments of equity investments. During the years ended December 31, 2023, 2022, and 2021 the Company received no dividends from equity investments. See Note 15 - Related Party Transactions, for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with its equity investments.

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


	Year Ended December 31,
	2023	2022	2021
Selected Statement of Operations Information(1):
Revenues	4,542	40,985	40,244
Gross profit	2,526	7,319	(5,703)
Net loss	(14,881)	(6,221)	(9,695)
Net loss attributable to the Company	(3,432)	(1,422)	(1,606)

	Year Ended December 31,
	2023	2022
Selected Balance Sheet Information(2):
Current assets	79,843	72,711
Non-current assets	185,720	114,736
Current liabilities	44,145	15,534
Non-current liabilities	175,899	114,934

__________________

(1)As of September 30, 2022 the Company no longer accounts for the investment in SGLT under the equity method. As such, the 2022 income statement amounts reflect SGLT activity for the nine months ended September 30, 2022 and LanzaJet activity for the year ended December 31, 2022. The 2023 income statement amounts reflect LanzaJet activity for the year ended December 31, 2023.

(2)The balance sheet information reflects LanzaJet as of December 31, 2023 and 2022.

As of December 31, 2023, 2022, and 2021, there were no impairments of equity method investees. During 2023, 2022, and 2021, the Company received no dividends from equity method investments. See Note 15 - Related Party Transactions, for information on sales, accounts receivable, contract assets and purchases and open accounts payable with equity method investees.

Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 55,110	$ 46,738
Less accumulated depreciation and amortization	32,287	27,049
Total property, plant and equipment, net	22,823	19,689
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	64	64
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,837	4,126
Instruments and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	40,827	33,093
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	92	85
Office Equipment and furniture
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,103	1,719
Other
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	900	871
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 6,287	$ 6,780

Forward Purchase Agreement - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Derivative [Line Items]
Forward Purchase Agreement prepayment		$ 60,547
Derivative Liability, Noncurrent		37,523	$ 0
Fixed Maturity Consideration, Noncurrent		7,228	$ 0
Additional Paid-in Capital
Derivative [Line Items]
Forward Purchase Agreement prepayment	$ (60,547)	60,547
Forward Contracts
Derivative [Line Items]
Derivative transaction costs		$ 451

Fair Value - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		11 Months Ended	12 Months Ended
	Feb. 08, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Brookfield SAFE liability, fair value				$ 50,000
Brookfield SAFE liability		$ 25,150	$ 25,150	50,000
Warrants
Shares issued in transaction (in shares)	196,222,737
AM SAFE liability		0	0	28,986
Change in fair value of derivative warrant liabilities			$ (14,471)	1,949	$ 563
AM SAFE Liability
Warrants
Shares issued in transaction (in shares)	3,000,000
AM SAFE liability	$ 29,730			$ 28,986
Stock repurchased (usd per share)	$ 9.91
Other Expense \| Public warrants
Warrants
Change in fair value of derivative warrant liabilities		1,224
Other Expense \| Private placement warrants
Warrants
Change in fair value of derivative warrant liabilities		$ 1,766

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

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

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

Schedule of Other Current Assets

As of December 31, 2023 and 2022 other current assets consisted of the following (in thousands):


	As of
	December 31, 2023		December 31, 2022
Inventory	$	1,750	$	1,129
Materials and supplies	3,595		3,035
Prepaid assets	3,698		2,833
Other	3,518		4,160
	$	12,561	$	11,157

Income Taxes - Components of (Loss) Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (134,020)	$ (73,271)	$ (39,860)
Foreign	(78)	(3,085)	(6,829)
Net income (loss)	$ (134,098)	$ (76,356)	$ (46,689)

- Definition

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

+ References

+ Details

Description of the Business	12 Months Ended
Description of the Business	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of the Business LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. II (“AMCI”) prior to February 8, 2023 (the “Closing Date”) was incorporated as a Delaware corporation on January 28, 2021. On March 8, 2022, LanzaTech NZ, Inc. ("Legacy LanzaTech") entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI and AMCI Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). On February 8, 2023, Legacy LanzaTech completed its business combination with AMCI by which the Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”). The reporting entity is LanzaTech Global, Inc. and its subsidiaries (collectively referred to herein as “the Company”, "LanzaTech", “we”, “us”, “our”). For more information on the Business Combination, see Note 3 - Reverse Recapitalization. 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 entities. The Company also purchases low carbon chemicals produced at customer facilities employing the Company’s technology and sells it under the brand name CarbonSmart. We have also been developing the capabilities to produce single cell protein as a primary product from our gas fermentation platform. As of December 31, 2023, licensees of the Company’s technology operate four commercial-scale waste-to-gas ethanol plants in China, one plant in India, and one plant in Belgium with others currently in development in various countries, compared to three commercial scale waste-to-gas ethanol plants in China as of December 31, 2022, and two commercial scale waste to ethanol plants in China as of December 31, 2021. 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” and the Public Warrants were listed on the Nasdaq Stock Market under the symbol “AMCI-W”. Unless otherwise indicated, amounts in these financial statements are presented in thousands, except for share and per share amounts.

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common stock equivalents of the Company, including equity-classified share-based compensation, the Brookfield SAFE, 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):


	Year Ended December 31,
	2023		2022		2021
Numerator:
Net loss for basic and diluted earnings per common share	$	(134,098)	$	(76,356)	$	(46,689)
Unpaid cumulative dividends on preferred stock	(4,117)		(38,672)		(36,758)
Net loss allocated to common shareholders	$	(138,215)	(115,028)		(83,447)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	176,023,219		9,302,080		8,585,999
Net loss per common share, basic and diluted(1)	$	(0.79)	$	(12.37)	$	(9.72)

__________________

As of December 31, 2023, 2022, and 2021, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive include the following:


	December 31,
	2023	2022	2021
Redeemable convertible preferred stock (if converted)	—	129,148,393	129,148,393
Options	16,411,978	14,661,253	16,821,596
RSUs	7,084,967	—	—
RSAs	—	2,535,825	2,535,825
Brookfield SAFE	5,000,000	—	—
Warrants	16,657,686	985,278	985,278
Total	45,154,631	147,330,749	149,491,092

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 common stock equivalents 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 December 31, 2023. 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 common stock equivalents are included in the warrants line item in the potential share table above as of December 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 as of December 31, 2023. None of these common stock equivalents are included in the computation of diluted net loss per share until actually issued because doing so would be anti-dilutive.

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

Leases - Lessor, Operating Lease, Payments to be Received (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2023	$ 155
2024	155
2025	155
2026	155
2027	155
Thereafter	1,088
Total	$ 1,863

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	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”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of LanzaTech Global, Inc. and its wholly-owned consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Following the consummation of the Business Combination LanzaTech was a “smaller reporting company” or “SRC” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The market value of LanzaTech’s common stock that was held by non-affiliates (i.e. public float) exceeded $700 million as of the last business day of the Company’s 2023 second fiscal quarter (the measurement date). As a result, LanzaTech no longer qualified as a SRC as of the measurement date. LanzaTech has elected to continue using the scaled disclosures permitted for SRCs in this prospectus, and will begin providing non-scaled larger company disclosures in the Form 10-Q as of and for the period ended March 31, 2024. 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.
Principles of Consolidation	Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of LanzaTech Global, Inc. and its wholly-owned consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Following the consummation of the Business Combination LanzaTech was a “smaller reporting company” or “SRC” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The market value of LanzaTech’s common stock that was held by non-affiliates (i.e. public float) exceeded $700 million as of the last business day of the Company’s 2023 second fiscal quarter (the measurement date). As a result, LanzaTech no longer qualified as a SRC as of the measurement date. LanzaTech has elected to continue using the scaled disclosures permitted for SRCs in this prospectus, and will begin providing non-scaled larger company disclosures in the Form 10-Q as of and for the period ended March 31, 2024. 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.
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 losses up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable.
Going Concern	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.
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 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, valuation of common stock prior to the close of the Business Combination, revenue recognized over time, AM SAFE and Brookfield SAFE obligations, AM SAFE warrants, the Forward Purchase Agreement and the Private Placement Warrants. The Company uses the percentage of completion for the input method to recognize revenue over time for certain contracts with customers. 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 - Summary of Significant Accounting Policies hereunder. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.
Segment Information	Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. While the Company offers a variety of services and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company’s service offerings are delivered and supported on a global basis, most of the Company’s service offerings are deployed in a similar way, and the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for components below the consolidated level. Accordingly, the Company has determined that it has a single reportable and operating segment. See Note 5 - Revenues, for disaggregation of the Company’s revenues by customer location and contract type.
Foreign Currencies	Foreign Currencies The Company’s reporting currency is the U.S. Dollar. The Company has certain foreign subsidiaries where the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are translated to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholders’ equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into the Company’s reporting currency are recognized in other comprehensive income. The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized and unrealized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within other expense, net in the consolidated statements of operations and comprehensive loss.
Cash and Cash Equivalents, Cash Equivalents, and Restricted Cash	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2023 and December 31, 2022, the Company had $75,585 and $83,045 of cash and cash equivalents, respectively. Restricted Cash The Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank.
Trade and Other Receivables	Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience.
Other Current Assets	Other Current Assets Other current assets consist of prepaid expenses, materials and supplies, inventory 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. Inventory consists of CarbonSmart products and biocatalysts to be sold to biorefining customers.
Property, Plant and Equipment, net	Property, Plant and Equipment, net Property, plant 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. Our equity method investment is 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 equity security investments. 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 statements 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 was classified as mark-to-market liability pursuant to ASC 480, Distinguishing Liability from Equity ("ASC 480") as of December 31, 2022. On the Closing Date of the Business Combination, the AM SAFE converted into 3,000,000 shares of common stock. The AM SAFE was adjusted to its fair value on the Closing Date prior to settlement. 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.
Held-to-Maturity Securities	Investment securities The Company classifies investment securities according to their purpose and holding period. All investment securities are debt securities that have been classified as held-to-maturity (“HTM”) because the Company has both the ability and intent to hold the securities to maturity. HTM debt securities are comprised of U.S. Treasury bills, U.S. Treasury notes, Yankee bonds, and corporate debt. HTM debt 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 within trade and other receivables, net of allowance on the consolidated balance sheets. Amortization of premiums and accretion of discounts are computed using the contractual level-yield method (contractual interest method), adjusted for actual prepayments. The contractual interest method recognizes the income effects of premiums and discounts over the contractual life of the securities based on the actual behavior of the underlying assets, including adjustments for actual prepayment activities, and reflects the contractual terms of the securities without regard to changes in estimated prepayments based on assumptions about future borrower behavior. Held-to-maturity securities are evaluated individually on a quarterly basis for expected credit losses. If applicable, an allowance for credit losses is recorded with a corresponding credit loss expense (or reversal of credit loss expense). The allowance for credit losses excludes uncollectible accrued interest receivable, which is measured separately.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded at fair value 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 in Other expense, net on the consolidated statements of operations and comprehensive loss
ArcelorMittal Simple Agreement for Future Equity (“AM SAFE”) and Forward Purchase Agreement	Forward Purchase Agreement On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM. On the same date, ACM partially assigned its rights under the FPA to Vellar. ACM and Vellar are together referred to as the “Purchasers”. Pursuant to the Forward Purchase Agreement, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for $10.16 per share (“Redemption Price”), and such purchase price of $60,096 was funded by the use of AMCI trust account proceeds as a partial 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 in its entirety, 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. The FPA consists of three freestanding financial instruments which are accounted for as follows: 1)The total prepayment of $60,547 (“Prepayment Amount”), which is accounted for as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and sale of shares to the Purchasers pursuant to a subscription agreement. 2)The “FPA Put Option” which includes both the in-substance written put option and the portion of the Maturity Consideration in excess of the Minimum Maturity Consideration (the “Variable Maturity Consideration”). The FPA Put Option is a derivative instrument the Company has recorded as a liability and measured at fair value. The initial fair value of the FPA Put Option and subsequent changes in fair value of the FPA Put Option are recorded within Other expense, net on the consolidated statements of operations and comprehensive loss. 3)The “Fixed Maturity Consideration,” which includes the minimum portion of the Maturity Consideration (the “Minimum Maturity Consideration”), calculated as 7,500,000 less 5,916,513 multiplied by $2.00 or $3,167, and the Share Consideration. Both the Minimum Maturity Consideration and the Share Consideration are considered to be free-standing debt instruments and as both will be paid on the same terms and at the same time, these are accounted for together. The Company has elected to measure these using the FVO under ASC 825, Financial Instruments (“ASC 825”). The Fixed Maturity Consideration is recorded as a long-term liability on the consolidated balance sheets. The initial fair value of the Fixed Maturity Consideration and subsequent changes in fair value of the Fixed Maturity Consideration are recorded within Other expense, net on the consolidated statements of operations and comprehensive loss.
Revenue Recognition	Revenue Recognition The Company recognizes revenue from exchange transactions 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 and optimize novel biocatalysts, related processes and 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 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, in the case of running royalties, or one-time revenue, in the case of fixed consideration royalties, when its customers deploy the Company’s technology in their biorefining 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. Grants received to perform engineering services, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue as the qualifying costs related to the grant have been incurred. 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 or 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 purchases chemical building blocks from the customers who have deployed our proprietary technologies in their biorefining 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 sales of CarbonSmart products in the 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 consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue. Cost of Revenues The Company’s R&D, engineering, and other direct costs of services 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 them as incurred.
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 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 contracting entities outside of the United States for the twelve months ended December 31, 2023, 2022, and 2021 was approximately 73%, 61%, and 38%, respectively. As of December 31, 2023 and December 31, 2022, approximately 49% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable were due from contracting entities located outside the United States.
Stock-Based Compensation	Stock-Based Compensation In exchange for certain employee and director services, compensation is given in the form of equity-based 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. Liability-classified awards are remeasured at the end of each reporting period and expensed based on the percentage of requisite service that has been rendered. The Company’s equity-based awards include stock option awards, restricted stock units, stock-appreciation rights (“SARs”) and restricted stock issued by the Company, which vest based on either time and/or the achievement of certain market or performance conditions. The Company records forfeitures as they occur. Compensation expense is recognized in the Company’s consolidated statements of operations and comprehensive loss, primarily within research and development expenses. For awards with only service conditions that have a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. For awards with market or performance conditions that have a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period for each tranche of the award. Compensation expense resulting from performance awards is recognized over the requisite service period when it is probable that the performance condition will be met. The recognized compensation expense for performance awards is adjusted based on an estimate of awards ultimately expected to vest. The Company estimates the fair value of service and performance-based options and SARs 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 estimates the fair value of market-based RSUs using the Monte Carlo simulation model that uses assumptions including expected volatility, and the derived service period. The Company uses peer data to determine expected volatility and expected term. The Company estimates the fair value of RSUs based on the closing market price of its common stock on the date of measurement.
Benefit Plans	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, 2023, 2022, and 2021, the Company contributed $1,253, $987, and $720, respectively, to the plan, which contributions are included within Cost of revenue, Research and development expense and Selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.
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.
Stockholders' Equity	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.
Recently Adopted and Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative issued in August 2018 In October 2023, the FASB issued ASU 2023-06, which amends U.S. GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC. The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification. Some of the amendments represent clarifications to, or technical corrections of, the current requirements. Each amendment in ASU 2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by June 30, 2027. Because the company is subject to the SEC’s disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from regulation S-X or Regulation S-K becomes effective, and will be applied prospectively, with early adoption prohibited. No amendments were effective at December 31, 2023. The Company is still currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements. ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”) In November 2023, the FASB issued ASU No. 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This ASU is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the ASU will have on the consolidated financial statements. ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) In December 2023, the FASB issued ASU No. 2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to help investors better assess how a company’s operations and related tax risks and tax planning and operational opportunities affect the company’s tax rate and prospects for future cash flows. ASU 2023-09 improves disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the adoption of the standard in the income tax footnote disclosures.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of cash and cash equivalents

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


	As of
	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	75,585	$	83,045
Restricted cash (presented within Other current assets)	699		665
Cash, cash equivalents and restricted cash	$	76,284	$	83,710

Customer concentration risk

Our largest contracting entities represent 10% or greater of revenue and were as follows for the twelve months ended months ended December 31, 2023, 2022, and 2021:


	Year Ended December 31,
		2023		2022		2021
Customer A		38	%	10	%	9	%
Customer B		6	%	22	%	15	%
Customer C		7	%	7	%	12	%
Customer D		2	%	5	%	27	%

Leases - Supplemental Information (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted average remaining lease term (years)	12 years 8 months 12 days	3 years 6 months
Weighted average discount rate	7.50%	7.50%

Related Party Transactions - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Feb. 08, 2023	Nov. 09, 2022
Related Party Transaction [Line Items]
Revenues	$ 62,631,000	$ 37,343,000	$ 25,461,000
Notes receivable, commitment to purchase					$ 5,500,000
Sale of private placement warrants (in shares)				985,278	316,250
Class of warrant or right, exercise price of warrants or rights (in dollars per share)				$ 9.91	$ 0.01
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)					575,000
Amount of Notes purchased					$ 10,000,000
LanzaJet Freedom Pines Fuels LLC
Related Party Transaction [Line Items]
Notes receivable, aggregate principal amount					147,000,000
LanzaJet Freedom Pines Fuels LLC \| Senior Secured Notes Receivable
Related Party Transaction [Line Items]
Notes receivable, aggregate principal amount					$ 113,500,000
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					$ 33,500,000
Line of credit facility, interest rate					6.00%
Related Party Transition Services Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenues	245,000	185,000	495,000
Related Party Investment Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenues	468,000		428,000
Related Party Rights to Engineering Work \| Equity Method Investee
Related Party Transaction [Line Items]
Revenues	2,000,000	461,000
Related Party Supply Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenues	75,000	289,000	282,000
Related party transaction	853,000	645,000	$ 1,223,000
Related Party Licensing Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Revenues	$ 1,200,000	0
Related Party Licensing Agreement \| Equity Method Investee \| SGLT
Related Party Transaction [Line Items]
Revenues		$ 0

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Valuation assumptions for RSUs


			2023
Derived service period in years			1.54 - 2.76
Expected volatility			50%
Expected dividends			—
Risk-free rate			3.45% - 4.44%

Schedule of restricted stock activity

A summary of the unvested time-based and market-based equity-classified RSUs are presented in the following table:


	Time-based RSUs		Market-based RSUs
	Shares (in thousands)	Weighted Average Grant Date Fair Value	Shares (in thousands)	Weighted Average Grant Date Fair Value
January 1, 2023	—	—	—	$	—
Granted	3,185	3.51	3,930	1.69
Vested	(2)	3.45	—	—
Cancelled/forfeited	(28)	3.43	—
December 31, 2023	3,155	3.51	3,930	$	1.69

Stock options activity

Stock option awards outstanding as of December 31, 2023 and changes during the period ended December 31, 2023 were as follows:


	Shares subject to 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
Vested and expecting to vest at January 1, 2023	14,661	1.48
Exercisable at January 1, 2023	11,203	$	1.44
Granted	3,556	3.77
Exercised	(1,659)	1.54
Cancelled/forfeited	(146)	2.08
Outstanding at December 31, 2023	16,412	$	1.96	6.13	$	51,601
Vested and expecting to vest at December 31, 2023	16,412	1.96		6.13	51,601
Exercisable at December 31, 2023	10,869	$	1.49	4.95	$	38,691

Valuation assumptions for stock options

The following assumptions were used in the option valuation model for options granted during the year ended December 31, 2023. There were no options granted during the year ended December 31, 2022.


			2023
Expected term in years			5.98 - 6.00
Expected volatility			76.70% - 76.80%
Expected dividends			—
Risk-free rate			3.45% - 3.60%

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lessee, Operating Lease, Liability, Maturity

As of December 31, 2023, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


Year ending December 31,
2024	$	111
2025	602
2026	704
2027	3,101
2028	3,141
Thereafter	27,039
Total lease payments	$	34,698
Less: imputed interest	14,756
Total lease liabilities	$	19,942

Assets And Liabilities, Lessee

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


	Year Ended December 31,
	2023		2022
Weighted average remaining lease term (years)	12.7		3.5
Weighted average discount rate	7.50	%	7.50	%

Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity

The following future minimum lease payments due to us from the lease agreement at December 31, 2023, is as follows (in thousands)


Year ending December 31,
2024	$	155
2025	155
2026	155
2027	155
2028	155
Thereafter	1,088
	$	1,863

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY /DEFICIT - USD ($)	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 Other Comprehensive Income	Accumulated Other Comprehensive Income Previously Reported
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	$ 394,408,000	$ 394,408,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series F Preferred Stock, net of issuance cost (in shares)	15,898,496
Issuance of Series F Preferred Stock, net of issuance cost of $0	$ 83,073,000
Exercise of warrants (in shares)	691,453
Exercise of a warrant, Series C and D Preferred Stock	$ 3,150,000
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	$ 480,631,000	$ 480,631,000
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	(311,216,000)	(311,216,000)	$ 0	$ 1,000	$ 0	$ 1,000	$ 18,817,000	$ 18,818,000	$ (1,000)	$ (333,200,000)	$ (333,200,000)	$ 3,166,000	$ 3,166,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,531,000						2,531,000
Repurchase of equity instruments	(396,000)						(396,000)
Net loss	(46,689,000)									(46,689,000)
Issuance of common stock upon exercise of options (in shares)				1,970,875
Issuance of common stock upon exercise of options	758,000						758,000
Foreign currency translation	95,000											95,000
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021				9,217,160	2,106,934	7,110,226
Balance at the end at Dec. 31, 2021	(354,917,000)	$ (354,917,000)	$ 0	$ 1,000	$ 0	$ 1,000	21,710,000	21,711,000	(1,000)	(379,889,000)	(379,889,000)	3,261,000	3,261,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance costs	$ 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	$ 480,631,000	$ 480,631,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,527,000						2,527,000
Repurchase of equity instruments	(649,000)						(649,000)
Net loss	(76,356,000)									(76,356,000)
Issuance of common stock upon exercise of options (in shares)				1,204,891
Issuance of common stock upon exercise of options	1,194,000						1,194,000
Transfer from foreign currency translation to investment	928,000
Foreign currency translation	$ (1,449,000)											(1,449,000)
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	$ (428,722,000)	$ (428,722,000)	$ 0	$ 1,000	$ 0	$ 1,000	24,782,000	$ 24,783,000	$ (1,000)	(456,245,000)	$ (456,245,000)	2,740,000	$ 2,740,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Exercise of warrants (in shares)	594,309
Exercise of a warrant, Series C and D Preferred Stock	$ 5,890,000
In-kind payment of preferred dividend	$ 241,529,000
Conversion of preferred stock into common stock (in shares)	(129,742,702)
Conversion of preferred stock into common stock	$ (728,050,000)
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2023	0
Ending balance, temporary equity at Dec. 31, 2023	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	14,957,000						14,957,000
RSA vesting (in shares)				2,535,825
Repurchase of equity instruments (in shares)				(771,141)
Repurchase of equity instruments	(7,650,000)						(7,650,000)
Net loss	$ (134,098,000)									(134,098,000)
Issuance of common stock upon exercise of options (in shares)	1,659,000			1,661,698
Issuance of common stock upon exercise of options	$ 2,550,000						2,550,000
In-kind payment of preferred dividend	(241,529,000)									(241,529,000)
Conversion of preferred stock into common stock (in shares)				153,895,644
Conversion of preferred stock into common stock	728,050,000			$ 15,000			728,035,000
Recapitalization, net of transaction expenses (Note 3) (in shares)				28,898,374
Recapitalization, net of transaction expenses (Note 3)	236,973,000			$ 3,000			236,970,000
Forward Purchase Agreement prepayment	(60,547,000)						(60,547,000)
Reclassification of warrants to equity	4,863,000						4,863,000
Foreign currency translation	$ (376,000)											(376,000)
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2023	196,642,451			196,642,451
Balance at the end at Dec. 31, 2023	$ 114,471,000			$ 19,000			$ 943,960,000			$ (831,872,000)		$ 2,364,000

Investments (Tables)

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Debt securities, Held-to-maturity

HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment.


	December 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term
US Treasury bills and notes	20,423		6		$	—	$	20,429	$	14
Corporate debt securities	21,736		14		(33)		21,717		209
Yankee debt securities	3,000		—		(8)		2,992		43
Total debt securities due within a year	$	45,159	$	20	$	(41)	$	45,138	$	266






Total HTM Debt Securities	45,159		20		(41)		45,138		266

Investments

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


	As of
	December 31, 2023		December 31, 2022
Equity Method Investment in LanzaJet	$	7,066	$	10,561
Equity Security Investment in SGLT	14,990		14,990
Total Investment	$	22,056	$	25,551

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


	Year Ended December 31,
	2023	2022	2021
Selected Statement of Operations Information(1):
Revenues	4,542	40,985	40,244
Gross profit	2,526	7,319	(5,703)
Net loss	(14,881)	(6,221)	(9,695)
Net loss attributable to the Company	(3,432)	(1,422)	(1,606)

	Year Ended December 31,
	2023	2022
Selected Balance Sheet Information(2):
Current assets	79,843	72,711
Non-current assets	185,720	114,736
Current liabilities	44,145	15,534
Non-current liabilities	175,899	114,934

__________________

(2)The balance sheet information reflects LanzaJet as of December 31, 2023 and 2022.

- Definition

Tabular disclosure of information about investment in debt security measured at amortized cost (held-to-maturity).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5A

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5A

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5A

Reference 15: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

+ Details

Fair Value

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value

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


	Fair Value Measurement as of
	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	28,058	$	—	$	—	$	28,058
Total assets	$	28,058	$	—	$	—	$	28,058

Liabilities:
FPA Put Option liability	$	—	$	—	$	37,523	$	37,523
Fixed Maturity Consideration	—		—		7,228		7,228
Brookfield SAFE liability	—		—		25,150		25,150
Private placement warrants	—		—		3,915		3,915
Public warrants	3,699		—		—		3,699
Total liabilities	$	3,699	$	—	$	73,816	$	77,515


	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 FPA Put Option liability and Fixed Maturity Consideration) and the change in fair value from issuance to December 31, 2023, is included in Other expense, net in the 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 December 31, 2023:


	December 31, 2023
Stock price	$	5.03
Term (in years)	2.11
Expected volatility	50.0		%
Risk-free interest rate	4.16		%
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 as of May 13, 2023 when the Shortfall Warrant Agreement was amended and the Shortfall Warrants were marked-to-market and reclassified to Additional paid-in capital on the consolidated balance sheets:


	May 13, 2023
Stock price	$	3.42
Weighted average exercise price	$	10.00
Term (in years)	4.87
Expected volatility	54.0		%
Risk-free interest rate	3.46		%
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 consolidated statements of operations and comprehensive loss for years ended December 31, 2023 and 2022. 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 consolidated statements of operations and comprehensive loss for the year ended December 31, 2023. See below for further details on the AM SAFE liability and 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.

As of December 31, 2022, the AM SAFE had a fair value of $28,986 and was recorded within AM SAFE liability on the consolidated balance sheets. 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 (in thousands):


	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	—	%	—	%

The Brookfield SAFE is legal form debt that the Company has elected to measure using the FVO under ASC 825. As of December 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 year ended December 31, 2023.

As of its issuance date, the fair value of the Brookfield SAFE was equal to the investment amount of $50,000 based on the orderly nature of the transaction. The value as of December 31, 2022 remained 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 was estimated to be $50,000, as of December 31, 2022.

As of December 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 $25,150 recorded on the consolidated balance sheet.

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


	December 31, 2023
Initial purchase amount	$	50,000
Liquidity price	$	10.00
Stock price	$	5.03

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 an increase in the fair value of the liability of approximately $1,224 on the consolidated statements of operations and comprehensive loss within Other expense, net representing the change in fair value from the Closing Date to December 31, 2023.

The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the year ended December 31, 2023, the Company recognized an increase in the fair value of liabilities of approximately $1,766 on the consolidated statements of operations and comprehensive loss within Other expense, net representing the change in fair value from the Closing Date to December 31, 2023.

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of December 31, 2023:


	December 31, 2023
Stock price	$	5.03
Exercise price	$	11.50
Term (in years)	4.11
Expected volatility	45.0		%
Risk-free interest rate	3.92		%
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):


	FPA Put Option		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)

(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(37,523)		(7,228)		(3,063)		(3,770)		(744)		189		24,850		(1,766)
Conversion of warrants to preferred shares	—		—		—		5,889		—		—		—		—
Conversion of SAFE liability to equity classification	—		—		—		—		29,730		—		—		—
Reclassification of warrant to equity	—		—		3,063		—		—		1,800		—		—

Balance as of December 31, 2023	$	(37,523)	$	(7,228)	$	—	$	—	$	—	$	—	$	(25,150)	$	(3,914)


	Warrants on Preferred Shares		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)
Gain (loss) recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(974)		(715)		(260)		—
Balance as of December 31, 2022	$	(2,119)	$	(28,986)	$	(1,989)	$	(50,000)

- 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

Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Current	$ 3,198	$ 3,101
Non-current	8,233	10,760
Total	$ 11,431	$ 13,861

Revenues - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Billed accounts receivable, net of allowance	$ 11,157	$ 11,695

Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 5,452	$ 4,660	$ 3,806

Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Inventory	$ 1,750	$ 1,129
Materials and supplies	3,595	3,035
Prepaid assets	3,698	2,833
Other	3,518	4,160
Other Assets, Current	$ 12,561	$ 11,157

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 75,585	$ 83,045

Reverse Recapitalization

12 Months Ended

Dec. 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.

As discussed in Note 2 - Summary of Significant Accounting Policies, 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 consolidated balance sheets.

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 consolidated statements of cash flows:


	Recapitalization
Cash - AMCI trust account1	$	64,090
Cash - PIPE financing	155,000
Less: Transaction costs allocated to equity	(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

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases certain office space and laboratory facilities. The Company’s lease agreements typically do not contain any significant guarantees of asset values at the end of a lease, renewal options or restrictive covenants. Pursuant to ASC 842, Leases, all leases are classified as operating leases.

Total operating lease costs and variable lease costs for the years ended December 31, 2023, 2022, and 2021 were $2,702, $2,167, and $2,126, and $3,205, $2,227, and $2,575, respectively. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2023, 2022, and 2021 was $1,857, $2,370, and $2,059, respectively.

As of December 31, 2023, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


Year ending December 31,
2024	$	111
2025	602
2026	704
2027	3,101
2028	3,141
Thereafter	27,039
Total lease payments	$	34,698
Less: imputed interest	14,756
Total lease liabilities	$	19,942

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


	Year Ended December 31,
	2023		2022
Weighted average remaining lease term (years)	12.7		3.5
Weighted average discount rate	7.50	%	7.50	%

Lessor accounting

In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. In February 2022, the lease agreement with LanzaJet was amended to extend the pre-development term of the lease until the earlier of commencement of construction of the alcohol-to-jet fuel facility on the leased land or December 31, 2023, increased the annual base rent amount and increased the term from 10 years to 12 years. Additionally, the subsidiary of LanzaJet was granted an option to renew this lease for thirteen additional periods of one year. In August 2022, the lease agreement was amended further to increase the annual rent due upon commencement of construction of the alcohol-to-jet fuel facility. We

recognize lease revenue on a straight-line basis over the life of the lease agreement. The following future minimum lease payments due to us from the lease agreement at December 31, 2023, is as follows (in thousands)


Year ending December 31,
2024	$	155
2025	155
2026	155
2027	155
2028	155
Thereafter	1,088
	$	1,863

Leases

As of December 31, 2023, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):


Year ending December 31,
2024	$	111
2025	602
2026	704
2027	3,101
2028	3,141
Thereafter	27,039
Total lease payments	$	34,698
Less: imputed interest	14,756
Total lease liabilities	$	19,942

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


	Year Ended December 31,
	2023		2022
Weighted average remaining lease term (years)	12.7		3.5
Weighted average discount rate	7.50	%	7.50	%

Lessor accounting


Year ending December 31,
2024	$	155
2025	155
2026	155
2027	155
2028	155
Thereafter	1,088
	$	1,863

Cover	12 Months Ended
Cover	Dec. 31, 2023
Cover [Abstract]
Entity Registrant Name	LanzaTech Global, Inc.
Document Type	POS AM
Entity Central Index Key	0001843724
Amendment Flag	true
Amendment Description	LanzaTech Global, Inc. filed a Registration Statement on Form S-1 on February 13, 2023, as amended on March 29, 2023, May 5, 2023, and May 22, 2023, which was declared effective by the Securities and Exchange Commission (“SEC”) on May 24, 2023. On December 18, 2023, LanzaTech filed Post Effective Amendment No. 1 which was declared effective by the SEC on December 20, 2023, on March 14, 2024, LanzaTech filed Post-Effective Amendment No.2, and on April 5, 2024, LanzaTech filed Post-Effective Amendment No. 3 (as amended to date, the “Registration Statement”). This Post-Effective Amendment No. 4 to Form S-1 (the “Post-Effective Amendment”) is being filed to update the Registration Statement to include information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024, and to update certain other information in the Registration Statement.No additional securities are being registered under this Post-Effective Amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue Benchmark \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	73.00%	61.00%	38.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	38.00%	10.00%	9.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	6.00%	22.00%	15.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage	7.00%	7.00%	12.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer D
Concentration Risk [Line Items]
Concentration risk, percentage	2.00%	5.00%	27.00%
Accounts Receivable \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	49.00%	35.00%

Commitment and Contingencies (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Headquarters In Skokie, Illinois
Lessee, Lease, Description [Line Items]
Lease not yet commenced, liability	$ 17,216

Share-Based Compensation - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2023
Market Based RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	50.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Market Based RSU \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	1 year 6 months 14 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	3.45%
Market Based RSU \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years 9 months 3 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	4.44%
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Options \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	5 years 11 months 23 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	76.70%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	3.45%
Options \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	6 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	76.80%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	3.60%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
FPA Put Option
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	$ (37,523)
Ending balance	37,523
Fixed Maturity Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(7,228)
Ending balance	(7,228)
Shortfall Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(3,063)
Reclassification of warrant to equity	3,063
Ending balance	0
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(2,119)	$ (1,145)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(3,770)	(974)
Conversion of warrants to preferred shares	(5,889)
Ending balance	0	(2,119)
AM SAFE liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(28,986)	(28,271)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(744)	(715)
Conversion of SAFE liability to equity classification	29,730
Ending balance	0	(28,986)
AM SAFE warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(1,989)	(1,729)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	189	(260)
Reclassification of warrant to equity	1,800
Ending balance	0	(1,989)
Brookfield SAFE
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(50,000)	0
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	24,850	0
Conversion of warrants to preferred shares		(50,000)
Ending balance	(25,150)	(50,000)
Private placement warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Recognized as a result of the Business Combination	(2,148)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(1,766)
Ending balance	$ (3,914)	$ 0

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss and credit carryforwards	$ 134,609	$ 133,537
Stock-based compensation	4,526	2,071
Operating lease liability	6,281	2,473
Accrued bonus	0	1,514
Accrued expenses	0	239
Deferred revenue	148	126
Equity method investment	3,051	2,040
R&D capitalization	26,725	0
Other	1,051	460
Gross deferred tax asset	176,391	142,460
Valuation allowance	(171,223)	(139,562)
Net deferred tax asset	5,168	2,898
Deferred tax liabilities:
Operating lease asset	(5,584)	(2,125)
Other	416	(773)
Total deferred tax liabilities	(5,168)	(2,898)
Net deferred income tax assets and liabilities:	$ 0	$ 0

Summary of Significant Accounting Policies - Defined Benefits and Shareholders' Equity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) vote $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Feb. 08, 2023 $ / shares
Accounting Policies [Abstract]
Employer contribution \| $	$ 1,253	$ 987	$ 720
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Voting right for one share \| vote	1

Share-Based Compensation - Narrative (Details)	12 Months Ended
Share-Based Compensation - Narrative (Details)	Dec. 31, 2023 USD ($) share_type installment day $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Oct. 02, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price (usd per share) \| $ / shares	$ 11.50			$ 10.00
Trading days	20 days
Granted (in shares) \| shares	3,556,000	0
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Share Based Stock Type \| share_type	2
Award vesting installments \| installment	3
Time Based RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares	3,185,000
Compensation expense	$ 3,153,000
Unrecognized compensation costs	$ 7,919,000
Unrecognized cost, recognition period	2 years 2 months 12 days
Unvested shares outstanding (in shares) \| shares	3,155,000	0
Unvested shares weighted average fair value (usd per share) \| $ / shares	$ 3.51	$ 0
Time Based RSU \| Employees and Other Service Providers
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
Time Based RSU \| Director
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Market Based RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
Vesting Component Triggering Event, Day \| day	151
Granted (in shares) \| shares	3,930,000	0
Compensation expense	$ 3,440,000
Unrecognized compensation costs	$ 3,198,000
Unrecognized cost, recognition period	1 year 6 months 25 days
Unvested shares outstanding (in shares) \| shares	3,930,000	0
Unvested shares weighted average fair value (usd per share) \| $ / shares	$ 1.69	$ 0
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 5,623,000	$ 2,527,000	$ 2,531,000
Unrecognized compensation costs	$ 8,321,000
Unrecognized cost, recognition period	2 years 25 days
RSAs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 2,741,000	$ 0
Unrecognized cost, recognition period	10 years
Award requisite service period	3 years
Unvested shares outstanding (in shares) \| shares		2,535,825
Unvested shares weighted average fair value (usd per share) \| $ / shares		$ 1.08
Shares withheld for tax withholding obligation (in shares) \| shares	771,141
Tax payment	$ 7,650,000
Phantom RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting installments \| installment	3
Stock Appreciation Rights (SARs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting installments \| installment	3
Expiration period	10 years
Minimum \| Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	2 years
Maximum \| Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period	5 years

Redeemable, Convertible Preferred Stock - Narrative (Details) $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 08, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares
Temporary Equity [Line Items]
Conversion ratio	1
In-kind payment of preferred dividend \| $	$ 241,529	$ 241,529	$ 241,529
Common stock dividends (in shares)	24,152,942
Common Stock
Temporary Equity [Line Items]
Conversion of preferred stock into common stock (in shares)	153,895,644		153,895,644

Reverse Recapitalization - Cash Flow Reconciliation (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Reverse Recapitalization [Abstract]
Cash - AMCI trust account	$ 64,090
Public Warrants and Private Placement Warrants recorded on the Closing Date	(4,624)
Cash - PIPE financing	155,000
Conversion of the AM SAFE	29,730
Transaction costs allocated to equity	(7,223)
Proceeds From Reverse Recapitalization Transaction	236,973
Less: Transaction costs allocated to equity and paid in the three months ended March 31, 2023	(5,709)
Less: par value of shares held by PIPE investors and public stockholders	(3)
Effect of the Business Combination and PIPE financing	213,381
Total additional paid-in capital from recapitalization	$ 236,970

Summary of Significant Accounting Policies - Forward Purchase Agreement (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Feb. 08, 2023 shares	Feb. 03, 2023 USD ($) tradingDay consecutiveTradingDay financial_instrument $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Derivative [Line Items]
Shares issued in transaction (in shares)	196,222,737
Trigger share price (usd per share) \| $ / shares		$ 3.00
Maturity Date Acceleration, Trading Days \| tradingDay		50
Maturity Date Acceleration, Consecutive Trading Days \| consecutiveTradingDay		60
Gain on extinguishment of debt \| $			$ 0	$ 0	$ 3,065
Forward Contracts
Derivative [Line Items]
Shares issued in transaction (in shares)		5,916,514
Sale of stock price (usd per share) \| $ / shares		$ 10.16
Purchase price \| $		$ 60,096
Derivative term		3 years
Number of Freestanding Financial Instruments \| financial_instrument		3
Forward purchase agreement prepayment \| $		$ 60,547
Forward Contracts \| Maturity Consideration
Derivative [Line Items]
Shares to issue (in shares)		7,500,000
Maturity consideration (usd per share) \| $ / shares		$ 2.00
Maturity consideration (in shares)		500,000
Maturity consideration, amount \| $		$ 5,079
Forward Contracts \| Fixed Maturity Consideration
Derivative [Line Items]
Shares issued in transaction (in shares)		5,916,513
Shares to issue (in shares)		7,500,000
Maturity consideration (usd per share) \| $ / shares		$ 2.00
Maturity consideration, amount \| $		$ 3,167

Leases - Narrative (Details) $ in Thousands	1 Months Ended		12 Months Ended
Leases - Narrative (Details) $ in Thousands	Feb. 28, 2022 renewal_option	May 31, 2020 renewal_option	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Leases [Abstract]
Operating lease, cost			$ 2,702	$ 2,167	$ 2,126
Variable lease, cost			3,205	2,227	$ 2,575
Lease cost			$ 1,857	$ 2,370
Term of contract	12 years	10 years
Number of renewal options \| renewal_option	13	5
Renewal term	1 year	1 year

Summary of Significant Accounting Policies - Property, Plant and Equipment, net (Details)	Dec. 31, 2023
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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Components of (loss) income before income taxes and gain from equity method investees, net

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


	Year Ended December 31,
	2023		2022		2021
United States	$	(134,020)	$	(73,271)	$	(39,860)

Foreign	(78)		(3,085)		(6,829)
Total	$	(134,098)	$	(76,356)	$	(46,689)

Reconciliation of income taxes computed at statutory federal income tax rate


	Year Ended December 31,
	2023				2022				2021
Income tax (benefit) at the statutory federal income tax rate	$	(28,145)	21.0	%	$	(16,035)	21.0	%	$	(9,805)	21.0	%
Foreign tax rate differential	(15)		—	%	(72)		0.1	%	(605)		1.3	%
State and local taxes	(9,757)		7.3	%	(6,961)		9.1	%	(4,068)		8.7	%

Foreign exchange differences	—		—	%	—		—	%	(143)		0.3	%
Share based compensation	197		(0.1)	%	288		(0.4)	%	501		(1.1)	%
Nondeductible loss on stock	6,324		(4.7)	%	—		—	%	—		—	%
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 on redomiciliation of intellectual property	—		—	%	—		—	%	4,890		(10.5)	%
Valuation allowance	31,661		(23.6)	%	26,286		(34.4)	%	7,958		(17.0)	%
PPP loan forgiveness	—		—	%	—		—	%	(644)		1.4	%
Deferred True-Up	—		—	%	(2,836)		3.7	%	—		—	%
Other	(265)		0.2	%	31		—	%	186		(0.3)	%
Total income tax expense (benefit)	$	—	—	%	$	—	—	%	—		—	%

Significant components of deferred tax assets and liabilities

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


	Year Ended December 31,
Deferred tax assets:	2023		2022
Net operating loss and credit carryforwards	134,609		133,537
Stock-based compensation	4,526		2,071

Operating lease liability	6,281		2,473
Accrued bonus	—		1,514
Accrued expenses	—		239
Deferred revenue	148		126
Equity method investment	3,051		2,040
R&D capitalization	26,725		—
Other	1,051		460
	$	176,391	$	142,460

Valuation allowance	(171,223)		(139,562)
Net deferred tax asset	5,168		2,898
Deferred tax liabilities:
Operating lease asset	(5,584)		(2,125)
Other	416		(773)
Total deferred tax liabilities	(5,168)		(2,898)

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

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

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets, Current [Abstract]
Cash and cash equivalents	$ 75,585	$ 83,045
Held-to-maturity investment securities	45,159	0
Trade and other receivables, net of allowance	11,157	11,695
Contract assets	28,238	18,000
Other current assets	12,561	11,157
Total current assets	172,700	123,897
Property, plant and equipment, net	22,823	19,689
Right-of-use assets	18,309	6,969
Equity method investment	7,066	10,561
Equity security investment	14,990	14,990
Other non-current assets	5,736	750
Total assets	241,624	176,856
Liabilities, Current [Abstract]
Accounts payable	4,060	7,455
Other accrued liabilities	7,316	4,502
AM SAFE liability	0	28,986
Warrants	7,614	4,108
Contract liabilities	3,198	3,101
Accrued salaries and wages	5,468	7,031
Current lease liabilities	126	798
Total current liabilities	27,782	55,981
Non-current lease liabilities	19,816	6,615
Non-current contract liabilities	8,233	10,760
Fixed Maturity Consideration, Noncurrent	7,228	0
Derivative Liability, Noncurrent	37,523	0
Brookfield SAFE liability	25,150	50,000
Other long-term liabilities	1,421	1,591
Total liabilities	127,153	124,947
Redeemable convertible preferred stock,	0	480,631
Stockholders' Equity Attributable to Parent [Abstract]
Common stock	19	1
Additional paid-in capital	943,960	24,782
Accumulated other comprehensive income	2,364	2,740
Accumulated deficit	(831,872)	(456,245)
Total shareholders’ equity (deficit)	114,471	(428,722)
Total liabilities, contingently redeemable preferred stock, and shareholders' equity	$ 241,624	$ 176,856

Fair Value - Level 3 Fair Value Measurements (Details) $ in Thousands	Dec. 31, 2023 USD ($) $ / shares	May 13, 2023 $ / shares	Feb. 08, 2023	Dec. 31, 2022 $ / shares
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input	5.03
Warrants, measurement input			9.91	5.21
Long-Term Debt, Measurement Input	5.03
Stock price \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		3.42
Stock price \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5.03
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input	2.11
Warrants, measurement input			5.00	1.1
Term \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		4.87
Term \| SAFE Warrant, Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				5.0
Term \| SAFE Warrant, Long Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				5.0
Term \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	4.11
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input	0.500
Warrants, measurement input			0.700	0.734
Expected volatility \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.540
Expected volatility \| SAFE Warrant, Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.75
Expected volatility \| SAFE Warrant, Long Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.75
Expected volatility \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.450
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input	0.0416
Warrants, measurement input			0.0382	0.0447
Risk-free interest rate \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0.0346
Risk-free interest rate \| SAFE Warrant, Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.0412
Risk-free interest rate \| SAFE Warrant, Long Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.0475
Risk-free interest rate \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0392
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Asset, Measurement Input	0
Warrants, measurement input			0	0
Expected dividend yield \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		0
Expected dividend yield \| SAFE Warrant, Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0
Expected dividend yield \| SAFE Warrant, Long Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0
Expected dividend yield \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				3.96
Exercise price \| Shortfall Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input		10.00
Exercise price \| Private placement warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50
Probability weighting \| SAFE Warrant, Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.61
Probability weighting \| SAFE Warrant, Long Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.39
Probability weighting \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives liability, measurement input				0.61
Probability weighting \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives liability, measurement input				0.39
Interest rate \| SAFE Warrant, Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.0399
Interest rate \| SAFE Warrant, Long Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.0399
Time to conversion \| SAFE Warrant, Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.1
Time to conversion \| SAFE Warrant, Long Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input				0.8
Time to conversion \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives liability, measurement input				0.1
Time to conversion \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives liability, measurement input				0.8
Liquidity price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-Term Debt, Measurement Input	10.00
Liquidity price \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives liability, measurement input				1
Liquidity price \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives liability, measurement input				0.90
Discount rate \| Near Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives liability, measurement input				0.247
Discount rate \| Long-Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives liability, measurement input				0.247
Measurement Input, Initial Purchase Amount
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Long-Term Debt, Measurement Input \| $	50,000