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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-40282
LanzaTech Global, Inc.
(Exact name of registrant as specified in its charter)
Delaware92-2018969
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
8045 Lamon Avenue, Suite 400
Skokie, IL 60077
(847) 324-2400
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockLNZA
Nasdaq Capital Market
WarrantsLNZAW
Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No



The registrant had outstanding 197,725,477 shares of common stock as of March 31, 2024.



Table of Contents
Signatures
1


CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q filed by LanzaTech Global, Inc. together with its consolidated subsidiaries, contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, LanzaTech’s management.
Forward-looking statements may include, for example, statements about:
our anticipated growth rate and market opportunities;
our ability to maintain the listing of our securities on the Nasdaq Stock Market;
the potential liquidity and trading of our securities;
our ability to raise substantial additional financing in the future;
our assessment of the competitive landscape;
our ability to comply with laws and regulations applicable to our business;
our ability to enter into, successfully maintain and manage relationships with industry partners;
our receipt of substantial additional financing to fund our operations and complete the development and commercialization of our process technologies;
the availability of governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization;
our ability to adequately protect our intellectual property rights;
our ability to attract, retain and motivate qualified personnel and to manage our growth effectively;
our future financial performance, growth, costs and expenses, availability of resources and capital requirements;
our ability to increase our revenue from engineering services, sales of equipment packages and sales of CarbonSmart products and to improve our operating results; and
our ability to implement and maintain effective internal controls.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.
These forward-looking statements are only predictions based on our current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions, including the risk factors discussed in Part II, Item 1A of this Quarterly Report and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, and in other documents as we filed from time to time with the Securities and Exchange Commission (“SEC”). Moreover, we operate in a competitive industry, and new risks emerge from time to time. It is not possible for the management of LanzaTech to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report.
2


Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

3


PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANZATECH GLOBAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share data)
As of
March 31, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$56,747 $75,585 
Held-to-maturity investment securities
34,819 $45,159 
Trade and other receivables, net of allowance10,689 11,157 
Contract assets29,159 28,238 
Other current assets15,490 12,561 
Total current assets146,904 172,700 
Property, plant and equipment, net22,613 22,823 
Right-of-use assets17,813 18,309 
Equity method investment6,354 7,066 
Equity security investment14,990 14,990 
Other non-current assets5,822 5,736 
Total assets$214,496 $241,624 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$2,072 $4,060 
Other accrued liabilities6,187 7,316 
Warrants4,012 7,614 
Contract liabilities3,814 3,198 
Accrued salaries and wages5,110 5,468 
Current lease liabilities128 126 
Total current liabilities21,323 27,782 
Non-current lease liabilities19,329 19,816 
Non-current contract liabilities7,438 8,233 
Fixed Maturity Consideration7,604 7,228 
FPA Put Option liability
50,192 37,523 
Brookfield SAFE liability15,475 25,150 
Other long-term liabilities1,319 1,421 
Total liabilities122,680 127,153 
Shareholders’ Equity
Common stock, $0.0001 par value; 400,000,000 and 400,000,000 shares authorized, 197,725,477 and 196,642,451 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
19 19 
Additional paid-in capital946,771 943,960 
Accumulated other comprehensive income2,406 2,364 
Accumulated deficit(857,380)(831,872)
Total shareholders’ equity
$91,816 $114,471 
Total liabilities and shareholders' equity
$214,496 $241,624 
See the accompanying Notes to the Condensed Consolidated Financial Statements.
4

LANZATECH GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(Unaudited, in thousands, except share and per share data)
 Three Months Ended March 31,
 20242023
Revenue:
Revenue from contracts with customers and grants
$6,250 $7,585 
Revenue from sales of CarbonSmart products
863  
Revenue from collaborative arrangements2,223 1,088 
Revenue from related party transactions908 973 
Total revenue10,244 9,646 
Cost and operating expenses:
Cost of revenue from contracts with customers and grants (exclusive of depreciation shown below)
(4,998)(7,342)
Cost of revenue from sales of CarbonSmart products (exclusive of depreciation shown below)
(919) 
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)(796)(407)
Cost of revenue from related party transactions (exclusive of depreciation shown below)(57)(41)
Research and development expense(17,061)(16,286)
Depreciation expense(1,530)(1,257)
Selling, general and administrative expense(11,037)(16,835)
Total cost and operating expenses(36,398)(42,168)
Loss from operations(26,154)(32,522)
Other income (expense):
Interest income, net1,148 214 
Other income (expense), net
179 (30,396)
Total other income (expense), net
1,327 (30,182)
Loss before income taxes(24,827)(62,704)
Income tax expense  
Loss from equity method investees, net
(681)(608)
Net loss$(25,508)$(63,312)
Other comprehensive loss:
Foreign currency translation adjustments42 (49)
Comprehensive loss$(25,466)$(63,361)
Unpaid cumulative dividends on preferred stock (4,117)
Net loss allocated to common shareholders$(25,508)$(67,429)
Net loss per common share - basic and diluted$(0.13)$(0.58)
Weighted-average number of common shares outstanding - basic and diluted196,974,508 116,530,963 
See the accompanying Notes to the Condensed Consolidated Financial Statements.
5

LANZATECH GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY/ DEFICIT
(Unaudited, in thousands, except share data)

Common Stock OutstandingAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Income
Total Shareholders' Equity
SharesAmount
Balance as of December 31, 2023
196,642,451 $19 943,960 (831,872)2,364 114,471 
Stock-based compensation expense— — 2,625 — — 2,625 
Net loss— — — (25,508)— (25,508)
Issuance of common stock upon exercise of options1,083,026 — 234 — — 234 
Repurchase of equity instruments
— — (48)— — (48)
Foreign currency translation— — — — 42 42 
Balance as of March 31, 2024
197,725,477 19 946,771 (857,380)2,406 91,816 
See the accompanying Notes to the Condensed Consolidated Financial Statements.
6

LANZATECH GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY/ DEFICIT
(Unaudited, in thousands, except share data)
Redeemable Convertible Preferred StockCommon Stock OutstandingAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Income
Total Shareholders' Equity
SharesAmountSharesAmount
Balance as of December 31, 202229,521,810 $480,631 2,382,358 $ $24,783 $(456,245)$2,740 $(428,722)
Retroactive application of recapitalization99,626,583 — 8,039,693 1 (1)— —  
Adjusted balance, beginning of period129,148,393 480,631 10,422,051 1 24,782 (456,245)2,740 (428,722)
Stock-based compensation expense— — — — 3,505 — — 3,505 
RSA vesting— — 2,535,825 — — — — — 
Repurchase of equity instruments— — (771,141)— (7,650)— — (7,650)
Net loss— — — — — (63,312)— (63,312)
Issuance of common stock upon exercise of options— — 470,843 — 746 — — 746 
Exercise of a warrant, Series C and D Preferred Stock 594,309 5,890 — — — — — — 
In-kind payment of preferred dividend— 241,529 — — — (241,529)— (241,529)
Conversion of preferred stock into common stock(129,742,702)(728,050)153,895,644 15 728,035 — — 728,050 
Recapitalization, net of transaction expenses (Note 3)— 28,898,374 3 236,970 — — 236,973 
Forward Purchase Agreement prepayment— — — (60,547)— — (60,547)
Reclassification of warrants to equity— — — — 1,800 — — 1,800 
Foreign currency translation— — — — — — (49)(49)
Balance as of March 31, 2023 $ 195,451,596 $19 $927,641 $(761,086)$2,691 $169,265 

See the accompanying Notes to the Condensed Consolidated Financial Statements.
7

LANZATECH GLOBAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 Three Months Ended March 31,
 20242023
Cash Flows From Operating Activities:
Net loss$(25,508)$(63,312)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense2,529 3,505 
Gain on change in fair value of SAFE and warrant liabilities
(13,277)(20,979)
Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities
13,045 51,109 
Provision for losses on trade and other receivables 800 
Depreciation of property, plant and equipment1,530 1,257 
Amortization of discount on debt security investment(360) 
Non-cash lease expense496 532 
Non-cash recognition of licensing revenue(641)(553)
Loss from equity method investees, net
681 608 
Net foreign exchange gain
(224)(171)
Changes in operating assets and liabilities:
Accounts receivable, net645 1,618 
Contract assets(1,029)(408)
Accrued interest on debt investment(177) 
Other assets(3,012)(8,593)
Accounts payable and accrued salaries and wages(2,207)1,692 
Contract liabilities616 (60)
Operating lease liabilities(485)(667)
Other liabilities(911)(188)
Net cash used in operating activities$(28,289)$(33,810)
Cash Flows From Investing Activities:
Purchase of property, plant and equipment(1,480)(1,367)
Purchase of debt securities (49,103)
Proceeds from maturity of debt securities
10,700  
Net cash provided by/ (used in) investing activities
$9,220 $(50,470)
Cash Flows From Financing Activities:
Proceeds from issue of equity instruments of the Company234 746 
Proceeds from the Business Combination and PIPE, net of transaction expenses (Note 3) 213,381 
Forward Purchase Agreement prepayment (60,096)
Repurchase of equity instruments of the Company(48)(7,650)
Net cash provided by financing activities$186 $146,381 
Net decrease in cash, cash equivalents and restricted cash
(18,883)62,101 
Cash, cash equivalents and restricted cash at beginning of period76,284 83,710 
Effects of currency translation on cash, cash equivalents and restricted cash48 (25)
Cash, cash equivalents and restricted cash at end of period$57,449 $145,786 
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable141 234 
Reclassification of capitalized costs related to the business combination to equity 1,514 
Cashless conversion of warrants on preferred shares 5,890 
Recognition of public and private warrant liabilities in the Business Combination 4,624 
Reclassification of AM SAFE warrant to equity 1,800 
Conversion of AM SAFE liability into common stock 29,730 
Conversion of Legacy LanzaTech NZ, Inc. preferred stock and in-kind dividend into common stock 722,160 
See the accompanying Notes to the Condensed Consolidated Financial Statements.
8

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — 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, USA. 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 March 31, 2024, 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 March 31, 2023.
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.

Note 2 — Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. The condensed 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. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in LanzaTech's Annual Report on Form 10-K for the year ended December 31, 2023.
The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances:
Legacy LanzaTech stockholders have the largest portion of voting rights (85.3% at the closing of the Business Combination) in the Company;
Legacy LanzaTech’s existing senior management team comprise senior management of the Company;
9

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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.
Significant Accounting Policies
Our significant accounting policies are included in Note 2 of the Notes to our Audited Consolidated Financial Statements included in our Annual Report.
Revision of previously issued financial statements
In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2023, the Company determined it should have classified the Forward Purchase Agreement prepayment as a cash outflow from financing activities within the consolidated statement of cash flows, instead of a cash outflow from investing activities as previously reported. The Company has corrected this classification for the three months ended March 31, 2023 within the consolidated statement of cash flows. The company determined the incorrect classification was not material to the previously filed quarterly report. There is no impact to the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of changes in redeemable convertible preferred stock and shareholders’ equity/deficit or cash flows from operating activities.
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 $56,747, short-term held-to-maturity debt investments of $34,819 and an accumulated deficit of $(857,380) as of March 31, 2024 and cash outflows from operations of $(28,289) and a net loss of $(25,508) for the three months ended March 31, 2024. 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 issuances of equity securities and debt financing. Based on the Company’s financial position as of the date the condensed consolidated financial statements were issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months. In addition, on May 9, 2024, the Company entered into the ATM Agreements (as defined in Note 15 - Subsequent Events), which may provide additional liquidity as described in Note 15 - Subsequent Events.
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 the 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.
10

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had $56,747 and $75,585 of cash and cash equivalents, respectively.
Restricted Cash
The Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank. The following represents a reconciliation of Cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of March 31, 2024 and December 31, 2023.
As of
March 31, 2024December 31, 2023
Cash and cash equivalents$56,747 $75,585 
Restricted cash (presented within Other current assets)702 699 
Cash, cash equivalents and restricted cash$57,449 $76,284 
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 income (expense), net on the condensed consolidated statements of operations and comprehensive loss.
11

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 condensed 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 income (expense), net on the condensed consolidated statements 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
12

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 ethanol from the customers who have deployed our proprietary technologies in their biorefining plants and sells it and its derivatives 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 condensed consolidated statements of operations and comprehensive loss.
Collaboration Arrangements
The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements, which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transaction under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the 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.
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Credit Risk and Other Risks and Uncertainties
Revenue generated from the Company’s customers and grant providers from outside of the United States for the three months ended March 31, 2024 and 2023 was approximately 56% and 62%, respectively.
As of March 31, 2024 and December 31, 2023, approximately 45% and 49%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers and grant providers located outside the United States. As of March 31, 2024 and December 31, 2023, 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 three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
20242023
Customer A18 % %
Customer B11 %30 %
Customer C
11 %4 %
Customer D
10 %1 %
Customer E
8 %10 %
Customer F
7 %13 %

Note 3 — 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 condensed 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:
14

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SharesPercentage
Legacy LanzaTech shares167,324,36385.3 %
Public stockholders10,398,3745.3 %
PIPE shares18,500,0009.4 %
Total196,222,737100 %
The following table reconciles the elements of the Business Combination and PIPE financing to the condensed consolidated statements of cash flows for the period ended March 31, 2023:
Recapitalization
Cash - AMCI trust account1
$64,090 
Cash - PIPE financing155,000 
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 condensed 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 financing155,000 
Conversion of the AM SAFE29,730 
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$236,970 
Note 4 — Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common stock equivalents of the Company, including equity-classified share-based compensation, the Brookfield SAFE, and warrants, to the extent dilutive.
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):
Three Months Ended March 31,
20242023
Numerator:
Net loss for basic and diluted earnings per common share$(25,508)$(63,312)
Unpaid cumulative dividends on preferred stock (4,117)
Net loss allocated to common shareholders$(25,508)$(67,429)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted196,974,508 116,530,963 
Net loss per common share, basic and diluted(1)
$(0.13)$(0.58)
__________________
(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.
15

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2024 and 2023, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive include the following:
March 31,
20242023
Options16,167,460 14,355,066 
RSUs5,944,771  
Brookfield SAFE5,000,000 5,000,000 
Warrants16,657,686 16,657,686 
Total43,769,917 36,012,752 
Note 5 — Revenues
Disaggregated Revenue
The following table presents disaggregated revenue in the following categories (in thousands):
 Three Months Ended March 31,
20242023
Contract Types:
Licensing$580 $553 
Engineering and other services4,456 5,801 
Biorefining revenue$5,036 $6,354 
Joint development agreements2,872 2,036 
Contract research1,473 1,256 
Joint development and contract research revenue$4,345 $3,292 
CarbonSmart product863  
Total Revenue
$10,244 $9,646 
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):
 
Three Months Ended March 31,
2024
2023
Revenue from partners in collaborative agreements included in the Joint development agreements above
2,223 $1,088 
Revenue from grant contributions included in Engineering and other services above
1,156 3,067 
The following table presents disaggregation of the Company’s revenues by customer location for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
North America$4,458 $4,232 
Europe, Middle East, Africa (EMEA)4,580 4,711 
Asia1,206 50 
Australia 653 
Total Revenue
$10,244 $9,646 
16

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Contract balances
The following table provides changes in contract assets and liabilities (in thousands):
Current Contract AssetsCurrent Contract LiabilitiesNon-current Contract Liabilities
Balance as of December 31, 2023$28,238 $3,198 $8,233 
Additions to unbilled accounts receivable10,120 — — 
Increases due to cash received— 3,208 — 
Unbilled accounts receivable recognized in trade receivables(9,091)— — 
Decrease on revaluation on currency(108)(1)(123)
Reclassification from long-term to short-term— 672 (672)
Reclassification to revenue as a result of performance obligations satisfied— (3,263)— 
Balance as of March 31, 2024$29,159 $3,814 $7,438 
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 March 31, 2024 and December 31, 2023 the Company had $10,689 and $11,157, respectively, of billed accounts receivable, net of allowance.
The contract liability balance comprises unconditional payments received from the Company’s customers prior to the satisfaction of the related performance obligations. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. The Company expects to recognize the amounts classified as current contract liabilities in revenue within one year or less and those classified as non-current within two to three years.
Remaining performance obligations
Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue that will be recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including the length of the contract term compared to the research term and the existence of customer specific acceptance rights.
Remaining performance obligations consisted of the following (in thousands):
As of
March 31, 2024December 31, 2023
Current$3,814 $3,198 
Non-current7,4388,233
Total
$11,252 $11,431 

Note 6 — Investments
HTM Debt Securities
17

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Held to maturity (“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.
March 31, 2024
(in thousands)
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Accrued Interest
Short-term
US Treasury bills and notes
10,661 0$(1)$10,660 $45 
Corporate debt securities
21,158 4 (25)21,137 311 
Yankee debt securities3,000   3,000 87 
Total debt securities due within a year
$34,819 $4 $(26)$34,797 $443 
Total HTM Debt Securities
34,819 4 (26)34,797 443 

December 31, 2023
(in thousands)
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated 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 securities3,000  (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 and March 31, 2024, the Company did not have an allowance for credit losses related to HTM securities.
Equity investments

The Company’s equity investments consisted of the following (in thousands):
As of
March 31, 2024December 31, 2023
Equity Method Investment in LanzaJet$6,354 $7,066 
Equity Security Investment in SGLT14,990 14,990 
Total Investment
$21,344 $22,056 
LanzaJet
On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet, Inc. (“LanzaJet”) in connection with an investment agreement (“Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606. The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. During the three months ended March 31, 2024 and March 31, 2023, the Company recognized revenue from this arrangement of $580 and $553 respectively, net of intra-entity profit elimination and has associated deferred revenue of $4,704 and $5,375, as of March 31, 2024 and December 31, 2023, respectively. Intra-entity profits related to this arrangement are $92 and $118 for the three months ended March 31, 2024 and 2023, respectively. Intra-entity profits are amortized over a 15-year period through 2034.
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Between February 1, 2021 and April 4, 2021, LanzaJet closed two additional rounds of investment which reduced the Original Interest to approximately 23%. In connection with the LanzaJet Note Purchase Agreement as described in Note 13 - 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 March 31, 2024, LanzaTech’s ownership was diluted to 22.89% because LanzaTech received proportionally fewer warrants than the other investors. The Company recorded a gain on dilution of $77 in the three months ended March 31, 2024. 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 up to an aggregate of 45 million additional LanzaJet shares for no additional consideration. To date, these shares have not been issued.
The carrying value of our equity method investment in LanzaJet as of March 31, 2024 and December 31, 2023 was approximately $3,400 less than our proportionate share of our equity method investees’ book values, for both periods. 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 be reversed in connection with recognition of that variable consideration.
In connection with a sublicense agreement to LanzaJet under our license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of March 31, 2024 and December 31, 2023.
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”). Since then, the Company’s interest in SGLT’s registered capital decreased to approximately 9.31% as a result of the investment by new investors. The Company accounts for its investment in equity securities of SGLT using the alternative measurement principals as permitted under ASC 321, Investments - Equity Securities, because SGLT's fair value is not readily determinable. For the three months ended March 31, 2024, there was no change in the recorded amount of the investment in SGLT.
As of March 31, 2024 and December 31, 2023, there were no impairments of equity investments. During the three months ended March 31, 2024 and 2023, the Company received no dividends from equity investments. See Note 13 - Related Party Transactions, for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with its equity investments.
Note 7 — SAFE
Brookfield SAFE
On October 2, 2022, the Company entered into a SAFE with Brookfield (the "Brookfield SAFE"). Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $50,000 (the “Initial Purchase Amount”). The Brookfield SAFE is legal form debt. Management has elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments. As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as a mark-to-market liability
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 was 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.
19

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 March 31, 2024. As of March 31, 2024 and December 31, 2023, the fair value of the Brookfield SAFE was $15,475 and $25,150 respectively and was recorded within Brookfield SAFE liability on the condensed 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 that 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 March 31, 2024 or 2023.
Note 8 — Warrants
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. The fair value of the Shortfall Warrants as of March 31, 2023 was $5,104. On May 13, 2023, the Company amended the Shortfall Warrant agreement. 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 income (expense), net on the condensed consolidated statements of operations and comprehensive loss and reclassified the Shortfall Warrants to Additional paid-in capital on the condensed 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. Each public 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. Each private sale warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan. The working capital warrants have the same terms as the private sale of warrants issued at the IPO. Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”. On the Closing Date and as of March 31, 2024, 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:
20

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 income (expense), net on the condensed consolidated statements of operations and comprehensive loss at each reporting period until they are exercised. The Public Warrants and Private Placement Warrants are presented within Warrants on the condensed consolidated balance sheets.
Note 9 — Forward Purchase Agreement
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 condensed 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 $50,192 as of March 31, 2024.
The Fixed Maturity Consideration is valued at $7,604 as of March 31, 2024. 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 income (expense), net on the condensed consolidated statements of operations and comprehensive loss in the period ended March 31, 2023.
Note 10 — Fair Value
21

LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of March 31, 2024 and December 31, 2023 (in thousands):
Fair Value Measurement as of
March 31, 2024
Level 1Level 2Level 3Total
Assets:
Cash equivalents$39,298 $ $ $39,298 
Total assets
$39,298 $ $ $39,298 
Liabilities:
FPA Put Option liability
$ $ $50,192 $50,192 
Fixed Maturity Consideration  7,604 7,604 
Brookfield SAFE liability  15,475 15,475 
Private placement warrants  2,148 2,148 
Public warrants1,864   1,864 
Total liabilities
$1,864 $ $75,419 $77,283 
Fair Value Measurement as of
 December 31, 2023
 Level 1 Level 2 Level 3Total
Assets:
Cash equivalents$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 
Forward Purchase Agreement
The fair value upon issuance of the FPA (both the FPA Put Option liability and Fixed Maturity Consideration) and subsequent changes in fair value are included in Other income (expense), net in the condensed consolidated statements of operations and comprehensive loss in the corresponding period. 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
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
all simulated paths. The Fixed Maturity Consideration was also valued as part of this model as the timing of the payment of the Fixed Maturity Consideration may be accelerated if the Maturity Date is accelerated.
The following table represents the weighted average inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of March 31, 2024 and December 31, 2023:
March 31, 2024December 31, 2023
Stock price$3.10$5.03
Term (in years)1.862.11
Expected volatility50.0 %50.0 %
Risk-free interest rate4.60 %4.16 %
Expected dividend yield % %
Brookfield SAFE
The Brookfield SAFE is legal form debt that the Company has elected to measure using the FVO under ASC 825. As of March 31, 2024, no part of the Brookfield SAFE has converted to Company common shares as a qualifying financing had not yet occurred and no project investments were presented. There were no cash flows associated with the Brookfield SAFE in the three months ended March 31, 2024.
As of March 31, 2024, 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, multiplied by the stock price, resulting in an estimated fair value of $15,475 recorded on the consolidated balance sheet.
Significant inputs for Level 3 Brookfield SAFE measurement at March 31, 2024 and December 31, 2023 are as follows:
March 31, 2024December 31, 2023
Initial purchase amount$50,000 $50,000 
Liquidity price$10.00 $10.00 
Stock price$3.10 $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. Changes in fair value are recorded in Other income (expense), net within the condensed consolidated statements of operations and comprehensive loss. The company recognized decreases in the fair value of the liability of $1,835 and $286 during the three months ended March 31, 2024 and 2023, respectively.
The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the three months ended March 31, 2024, the Company recognized a decrease in the fair value of $1,766. For the three months ended March 31, 2023, the Company recognized an increase in the fair value of liabilities of approximately $477. Changes in fair value are recorded on the condensed consolidated statements of operations and comprehensive loss within Other income (expense), net.
The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of March 31, 2024 and December 31, 2023:
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2024December 31, 2023
Stock price$3.10$5.03
Exercise price$11.50$11.50
Term (in years)3.864.11
Expected volatility57.5 %45.0 %
Risk-free interest rate4.32 %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 ConsiderationBrookfield SAFEPrivate placement warrants
Balance as of January 1, 2024
$(37,523)$(7,228)$(25,150)$(3,914)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss
(12,669)(376)9,675 1,766 
Balance as of March 31, 2024
$(50,192)$(7,604)$(15,475)$(2,148)
FPA Put Option
Fixed Maturity ConsiderationShortfall WarrantsWarrants on Preferred SharesAM SAFE liabilityAM SAFE warrantBrookfield SAFEPrivate 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
(44,593)(6,967)(5,104)(3,770)(744)189 30,600 (477)
Conversion of warrants to preferred shares— — — 5,889 — — — — 
Conversion of SAFE liability to equity classification
— — — — 29,730 — — — 
Reclassification of warrant to equity
— — — — 1,800 — — 
Balance as of March 31, 2023
$(44,593)$(6,967)$(5,104)$ $ $ $(19,400)$(2,625)
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11 — Income Taxes
The Company is subject to federal and state income taxes in the United States, as well as income taxes in foreign jurisdictions in which it conducts business. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized for the three months ended March 31, 2024 and 2023.
The Company recorded an income tax expense of $0 for the three months ended March 31, 2024 and 2023, 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 three months ended March 31, 2024 and 2023 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 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), with certain aspects of Pillar 2 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 to have material impacts on our effective tax rate, financial position or cash flows during the current year.

Note 12 — 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,
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 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. 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.
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 ValueShares
(in thousands)
Weighted Average Grant Date Fair Value
January 1, 20243,155 3.51 3,930 $1.69 
Vested(1,033)3.44   
Cancelled/forfeited(107)3.45   
March 31, 20242,015 3.54 3,930 $1.69 
The Company recorded compensation expense related to the time-based RSUs of $791 for the three months ended March 31, 2024. Unrecognized compensation costs as of March 31, 2024 were $6,760 and will be recognized over a weighted average of 1.96 years.
The Company recorded compensation expense related to the market-based RSUs of $727 for the three months ended March 31, 2024. Unrecognized compensation costs as of March 31, 2024 were 2,471 and will be recognized over a weighted average of 1.47 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 price 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.
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Stock option awards outstanding as of March 31, 2024 and changes during the period ended March 31, 2024 were as follows:
 
Shares subject to option (thousands)
Weighted average exercise priceWeighted average remaining contractual term (years)Aggregate intrinsic value (thousands)
Outstanding at January 1, 2024
16,412 $1.96 
Vested and expecting to vest at January 1, 202416,412 1.96 
Exercisable at January 1, 2024
10,869 $1.49 
Granted  
Exercised(162)1.45 
Cancelled/forfeited(83)1.45 
Outstanding at March 31, 2024
16,167 $1.97 5.92$20,605 
Vested and expecting to vest at March 31, 202416,167 1.97 5.9220,605 
Exercisable at March 31, 2024
12,351 $1.66 5.21$18,539 
The Company recorded compensation expense related to the options of $1,107 and $764 for the three months ended ended March 31, 2024 and 2023. Unrecognized compensation costs as of March 31, 2024 were $7,205 and will be recognized over a weighted average of 1.85 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 the participant has 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.
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 3 months ended March 31, 2023. 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 Phantom 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
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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.

Note 13 — Related Party Transactions
As of March 31, 2024 and December 31, 2023, 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
March 31, 2024December 31, 2023
Accounts receivable$2,377 $2,190 
Contract Assets
606 $659 
Notes receivable5,522 5,436 
Accounts payable221 582 
The following table presents revenue from related parties per disaggregated revenue categories:
 Three Months Ended March 31,
2024
2023
Revenue from related parties, included within Licensing$580 $553 
Revenue from related parties, included within Engineering and other services328420
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 three months ended March 31, 2024 and 2023, the Company recognized revenue from related parties of approximately $31 and $45, 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 $12 for the three months ended March 31, 2024 and $338 for the three months ended March 31, 2023. In December 2023, LanzaTech additionally sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects, and recognized $58 in deferred profit for the three months ended March 31, 2024.
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LANZATECH GLOBAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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. The Company exercised the warrants in January 2024. 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 three months ended March 31, 2024 and 2023, the Company recognized revenue of approximately $51 and $0, respectively. T