0001628280-24-046524 | 10-Q | XBRL Viewer

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Stockholders' equity	9 Months Ended
Stockholders' equity	Sep. 30, 2024
Equity [Abstract]
Stockholders' equity	Stockholders' equity At-the-Market (“ATM”) Program On May 9, 2024, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) and a Terms Agreement (the “Terms Agreement” and, together with the Sales Agreement, the “ATM Agreements”) with B. Riley Securities, Inc. (“B. Riley Securities”) pursuant to which the Company may, from time to time, offer and sell through or to B. Riley Securities, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of up to $100,000. Sales of common stock under the ATM Agreements, if any, may be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The shares sold in this offering, if any, will be offered through or to B. Riley Securities, acting as agent in connection with agency transactions or as principal in connection with any principal transactions. Pursuant to the Terms Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion, for as long as the Sales Agreement remains effective, to direct B. Riley Securities on any trading day to act on a principal basis and purchase up to the maximum of the lesser of a) 50% of the prior daily trading volume, or b) $180 per day as long as the closing price on the day prior exceeds $1, and up to $900 per week, and up to $40,000 per twelve-month period, subject to any applicable limitations pursuant to the rules and regulations of The Nasdaq Stock Market, LLC (the aggregate amount so purchased by B. Riley Securities under the Terms Agreement, the “Commitment”), which Commitment will be included within the aggregate offering price of up to $100,000 of Common Stock sold pursuant to the ATM Agreements; provided, however, that only one principal sale may be requested per day unless otherwise agreed to by B. Riley Securities. B. Riley Securities will be entitled to receive from the Company a commission in an amount (i) up to 3.0% of the gross sales price per Share sold through it as agent in agency transactions and (ii) equal to 5.0% of the purchase price per Share sold to B. Riley Securities, as principal in principal transactions. The Company has agreed to provide B. Riley Securities with customary indemnification and contribution rights. The Company will also reimburse B. Riley Securities for certain specified expenses as set forth in the Sales Agreement. The Sales Agreement may be terminated by either B. Riley Securities or the Company, as permitted therein. The Sales Agreement will automatically terminate upon the sale of all of the Shares subject to the Sales Agreement. As of September 30, 2024, LanzaTech has not sold any shares through the ATM Agreements. 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 FPA (collectively, the “Shortfall Warrants”). 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 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). 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 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 September 30, 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 became exercisable 30 days after the Business Combination. The Company may redeem the outstanding Public 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 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.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Convertible Note (Details)	Aug. 06, 2024 USD ($) $ / shares	Sep. 30, 2024 $ / shares	Aug. 05, 2024 USD ($)	Dec. 31, 2023 $ / shares	Feb. 08, 2023 $ / shares
Debt Instrument [Line Items]
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Convertible Note
Debt Instrument [Line Items]
Debt face amount \| $			$ 150,000,000
Proceeds from issuance of convertible debt, including legal fees \| $	$ 40,150,000
Gross proceeds from the initial closing \| $	$ 40,000,000
Interest rate	8.00%
Total principal amount under the outstanding, percentage	50.00%
Principal outstanding on discount, percentage	10.00%
Convertible Note \| Until August 6, 2025
Debt Instrument [Line Items]
Redemption multiplier		1.5
Convertible Note \| Between August 7, 2025 and August 6, 2027
Debt Instrument [Line Items]
Redemption multiplier	2
Convertible Note \| After August 6, 2027
Debt Instrument [Line Items]
Redemption multiplier	3
Convertible Note \| Valuation Cap, Initial closing
Debt Instrument [Line Items]
Convertible conversion price (usd per share) \| $ / shares	$ 1.25
Convertible Note \| Valuation Cap, Closing subsequent to initial closing
Debt Instrument [Line Items]
Convertible conversion price (usd per share) \| $ / shares	$ 1.56

Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Convertible Note
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Conversion of warrants to preferred shares	(40,150)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(21,427)
Ending balance	(61,577)
FPA Put Option
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(37,523)	$ 0
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(22,492)	(38,092)
Ending balance	(60,015)	(38,092)
Fixed Maturity Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(7,228)	0
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(1,019)	(7,020)
Ending balance	(8,247)	(7,020)
Shortfall Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		0
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss		(3,063)
Reclassification of warrant to equity		3,063
Ending balance		0
Warrants on Preferred Shares
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		(2,119)
Conversion of warrants to preferred shares		(5,889)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss		(3,770)
Ending balance		0
AM SAFE liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		(28,986)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss		(744)
Conversion of SAFE liability to equity classification		29,730
Ending balance		0
AM SAFE warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		(1,989)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss		189
Reclassification of warrant to equity		1,800
Ending balance		0
Brookfield SAFE
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(25,150)	(50,000)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	15,600	26,650
Ending balance	(9,550)	(23,350)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(3,914)	0
Recognized as a result of the Business Combination		(2,148)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	2,434	(2,912)
Ending balance	$ (1,480)	$ (5,060)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows From Operating Activities:
Net loss	$ (110,738)	$ (115,424)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	9,739	11,933
Gain on change in fair value of SAFE and warrant liabilities	(20,609)	(14,249)
Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities	23,511	44,661
Loss on change in fair value of Convertible Notes	21,572	0
Recoveries and provisions for losses on trade and other receivables	(700)	700
Depreciation of property, plant and equipment	4,289	3,981
Amortization of discount on debt security investment	(649)	(933)
Non-cash lease expense	1,411	946
Non-cash recognition of licensing revenue	(10,385)	(1,700)
Loss from equity method investees, net	7,935	941
Net foreign exchange gain	1,060	423
Changes in operating assets and liabilities:
Accounts receivable, net	(2,902)	1,088
Contract assets	9,269	(6,488)
Accrued interest on debt investment	131	(178)
Other assets	(2,156)	(6,723)
Accounts payable and accrued salaries and wages	409	(1,484)
Contract liabilities	564	29
Operating lease liabilities	13	(212)
Other liabilities	(1,148)	1,124
Net cash used in operating activities	(69,384)	(81,565)
Cash Flows From Investing Activities:
Purchase of property, plant and equipment	(3,557)	(7,137)
Purchase of debt securities	(27,083)	(93,858)
Proceeds from maturity of debt securities	44,770	50,000
Purchase of additional interest in equity method investment	0	(288)
Origination of related party loan	0	(5,212)
Net cash provided by/(used in) investing activities	14,130	(56,495)
Cash Flows From Financing Activities:
Proceeds from issue of equity instruments of the Company	272	0
Proceeds from the Business Combination and PIPE, net of transaction expenses (Note 3)	0	213,381
FPA prepayment	0	(60,096)
Proceeds from exercise of options	0	1,637
Repurchase of equity instruments of the Company	(48)	(7,650)
Proceeds from issuance of Convertible Note, net	40,000	0
Net cash provided by financing activities	40,224	147,272
Net (decrease)/increase in cash, cash equivalents and restricted cash	(15,030)	9,212
Cash, cash equivalents and restricted cash at beginning of period	76,284	83,710
Effects of currency translation on cash, cash equivalents and restricted cash	(287)	(852)
Cash, cash equivalents and restricted cash at end of period	60,967	92,070
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable	40	219
Right-of-use asset additions	9,014	0
Reclassification of capitalized costs related to the business combination to equity	0	1,514
Cashless conversion of warrants on preferred shares	0	5,890
Recognition of public and private warrant liabilities in the Business Combination	0	4,624
Reclassification of AM SAFE warrant to equity	0	1,800
Conversion of AM SAFE liability into common stock	0	29,730
Conversion of Legacy LanzaTech NZ, Inc. preferred stock and in-kind dividend into common stock	0	722,160
Reclassification of Shortfall warrant to equity	$ 0	$ 3,063

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
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 September 30, 2024 and December 31, 2023, the Company does not have any reasonably possible or probable losses from such claims. The Company has filed suit against Vellar under the FPA, and Vellar has filed suit against the Company, as discussed below. Vellar lawsuit In relation to the FPA, the Company’s volume-weighted average share price was below $3.00 per share for 50 trading days during the 60 day consecutive trading period ended on July 1, 2024 (satisfying the VWAP Condition). On July 22, 2024, Vellar (one of the Purchasers) notified the Company of the satisfaction of the VWAP Condition, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,990,000 common shares) to July 22, 2024. Vellar asserts that it is entitled to: (i) the Maturity Consideration of $7,500 (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated FPA Maturity Date of July 22, 2024 of $1.91 per share) and (ii) a Share Consideration of $2,539, payable in cash each due and payable on July 24, 2024. On July 25, 2024 the Company received a notice from Vellar pursuant to the FPA, stating that the Company is in default of its payment obligations. On July 30, 2024, the Company received a notice of an event of default under the FPA from Vellar that (i) designated such date as the early termination date of the FPA and (ii) purports to result in an early termination cash payment of $4,164 becoming due to Vellar (equating to the sum of the Maturity Consideration and the Share Consideration minus the VWAP Price (as defined in the FPA) (as of July 29, 2024) of Vellar’s portion of the Recycled Shares). On July 24, 2024, LanzaTech filed suit against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleges are in breach of the FPA’s requirement that Recycled Shares be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is noticed to the Company as part of an early termination, which Vellar has not done. In the event of a sale of Recycled Shares subject to an optional early termination, the Company is entitled to receive approximately $10.16 for each share sold (see Note 2 - Summary of Significant Accounting Policies). LanzaTech believes that Vellar’s notice regarding the VWAP Condition and consequently, its notice of an event of default, is not valid and accordingly, that no payments are owed to Vellar in connection with the purported acceleration of the FPA Maturity Date or early termination of the FPA. The Company intends to vigorously pursue its claims against Vellar. On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking $4,164 plus interest. The Company intends to vigorously defend itself against the claim. On October 24, 2024, Vellar sought advancement of certain expenses from the Company in connection with this litigation. The Company denied the request on October 28, 2024. As of September 30, 2024, the Company does not have sufficient information to predict the outcome of the lawsuits. 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 one lease component occurred in October 2024. Accordingly, for this lease component where the lease commenced after September 30, 2024, there are no right-of-use assets or lease liabilities recorded on the condensed consolidated balance sheets as of September 30, 2024. Total lease payments through 2036 for this lease component are expected to be $136.

Stockholders' equity (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	May 09, 2024	May 13, 2023	Sep. 30, 2024	Mar. 27, 2023	Feb. 08, 2023	Nov. 09, 2022
Class of Warrant or Right [Line Items]
Class of warrant or right, exercise price of warrants or rights (usd per share)						$ 0.01
Warrants outstanding (in shares)					12,574,200
Shortfall Warrants
Class of Warrant or Right [Line Items]
Price of warrant (usd per share)				$ 10.00
Gain on reclassification		$ 2,042
Fair value of shares		$ 3,063
Public Warrants and Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant (in shares)			1	1
Price of warrant (usd per share)			$ 11.50
Class of warrant or right, exercise price of warrants or rights (usd per share)			$ 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
Class of Warrant or Right [Line Items]
Redemption price per public warrant (usd per share)			$ 0.01
Redemption period			30 days
Trigger price (in dollars per share)			$ 18.00
Threshold trading days for redemption of public warrants			20 days
Minimum threshold written notice period for redemption of public warrants			30 days
Public Warrants and Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (usd per share)			$ 0.10
Redemption period			30 days
Trigger price (in dollars per share)			$ 10.00
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			7,499,924		7,499,924
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			4,774,276		4,774,276
ACM \| Shortfall Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)				2,073,486
Vellar Opportunity Fund SPV LLC - Series 10 \| Shortfall Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares)				2,010,000
At Market Issuance Sales
Class of Warrant or Right [Line Items]
Purchase price	$ 100,000
At Market Issuance Sales \| B. Riley Securities
Class of Warrant or Right [Line Items]
Sale of stock, daily trading volume, percentage	50.00%
Sale of stock, daily limit	$ 180
Sale of stock price (usd per share)	$ 1
Sale of stock, weekly limit	$ 900
Sale of stock, yearly limit	$ 40,000
Sale of stock, gross sales commission	3.00%
Sale of stock, purchase price sold, commission	5.00%

Description of the Business (Details) - plant	Sep. 30, 2024	Sep. 30, 2023
China
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Commercial plants operated	4	3
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

Subsequent Events (Details) - USD ($) $ in Thousands	Oct. 21, 2024	Oct. 15, 2024	Oct. 02, 2024	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Feb. 08, 2023	Feb. 03, 2023
Subsequent Event [Line Items]
Common shares, shares authorized (in shares)				400,000,000		400,000,000	196,222,737
Maturity Consideration \| Forward Contracts
Subsequent Event [Line Items]
Maturity consideration, amount					$ 15			$ 5,079
Subsequent Event
Subsequent Event [Line Items]
Common shares, shares authorized (in shares)			600,000,000
Subsequent Event \| Share Consideration \| Forward Contracts
Subsequent Event [Line Items]
Maturity consideration, amount		$ 2,539
Subsequent Event \| Maturity Consideration \| Forward Contracts
Subsequent Event [Line Items]
Maturity consideration, amount	$ 7,500

Share-Based Compensation - Stock Option Award Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares
Shares subject to option (thousands)
Beginning balance (in shares) \| shares	16,412
Granted (in shares) \| shares	3,254
Exercised (in shares) \| shares	(186)
Cancelled/forfeited (in shares) \| shares	(555)
Expired (in shares) \| shares	(192)
Ending balance (in shares) \| shares	18,733
Vested and expected to vest (in shares) \| shares	18,733	16,412
Exercisable (in shares) \| shares	12,811	10,869
Weighted average exercise price
Beginning balance (usd per share) \| $ / shares	$ 1.96
Granted (usd per share) \| $ / shares	3.10
Exercised (usd per share) \| $ / shares	1.46
Cancelled/forfeited (usd per share) \| $ / shares	3.31
Expired (usd per share) \| $ / shares	3.15
Ending balance (usd per share) \| $ / shares	2.11
Vested and expecting to vest (usd per share) \| $ / shares	2.11	$ 1.96
Exercisable (usd per share) \| $ / shares	$ 1.67	$ 1.49
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted average remaining contractual term	5 years 10 months 6 days
Vested and expecting, Weighted average remaining contractual term	5 years 10 months 6 days
Exercisable, Weighted average remaining contractual term	4 years 6 months 18 days
Outstanding, Aggregate intrinsic value \| $	$ 7,067
Vested and expecting to vest, Aggregate intrinsic value \| $	7,067
Exercisable, Aggregate intrinsic value \| $	$ 6,546

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is subject to federal and state income taxes in the United States, as well as income taxes in foreign jurisdictions in which it conducts business. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized for the periods ended September 30, 2024 and 2023. The Company recorded no income tax expense for the nine months ended September 30, 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 nine months ended September 30, 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: 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))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: 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 14: 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

Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands	Feb. 08, 2023 USD ($) $ / shares shares	Sep. 30, 2024 $ / shares shares	Aug. 06, 2024 $ / shares	Dec. 31, 2023 $ / shares shares
Schedule Of Reverse Recapitalization [Line Items]
Common shares, shares authorized (in shares)	196,222,737	400,000,000		400,000,000
Common shares, par value (usd per share) \| $ / shares	$ 0.0001	$ 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

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Contract Assets	$ 19,136		$ 19,136		$ 28,238
Total revenue	9,943	$ 19,605	37,562	$ 42,168
Licensing
Related Party Transaction [Line Items]
Total revenue	1,088	1,515	10,209	2,902
Engineering and other services
Related Party Transaction [Line Items]
Total revenue	4,861	10,912	14,439	25,572
Equity Method Investee \| Transactions with Equity Method Investees
Related Party Transaction [Line Items]
Accounts receivable	2,182		2,182		2,190
Contract Assets	461		461		659
Notes receivable	5,698		5,698		5,436
Accounts payable	157		157		$ 582
Related Party \| Licensing
Related Party Transaction [Line Items]
Total revenue	1,088	1,515	10,209	2,902
Related Party \| Engineering and other services
Related Party Transaction [Line Items]
Total revenue	$ 530	$ 104	$ 1,190	$ 766

Convertible Note	9 Months Ended
Convertible Note	Sep. 30, 2024
Debt Disclosure [Abstract]
Convertible Note	Convertible Note On August 5, 2024, the Company entered into the Convertible Note Purchase Agreement pursuant to which the Company agreed to sell and issue to the Investor and other purchasers in a private placement transaction in one or more closings up to an aggregate principal amount of $150,000 of convertible notes. As of August 6, 2024, we issued and sold $40,150 principal amount of convertible notes to the Investor pursuant to the Convertible Note Purchase Agreement. The gross proceeds from the initial closing are approximately $40,000, before deducting estimated offering expenses. The Convertible Note bears interest at a fixed rate of 8.00% per annum, which interest will be added to the outstanding principal amount of the Convertible Note on the last day of the applicable interest period (beginning on the date of issuance and ending on and including the earlier of (x) the anniversary date of such issuance and (y) the maturity date, the “Interest Period”); provided, however, that the Company is permitted to pay all interest payable during an Interest Period in cash pursuant to prior written notice to the Convertible Note holder. The Convertible Note will mature on August 6, 2029 (the “Convertible Note Maturity Date”), unless earlier redeemed or converted in accordance with its terms. The Convertible Note is subject to mandatory conversion for shares of the Company’s common stock, par value $0.0001 per share, upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that results in the Company receiving minimum gross proceeds in an amount that is equal to the greater of (i) $40,000 and (ii) 50% of the total principal amount under the outstanding convertible notes immediately following the final closing under the Convertible Note Purchase Agreement (a “Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price per share in the Qualified Equity Financing, less a 10% discount and (ii) the Valuation Cap (as defined below). The Convertible Note is convertible at the option of the holder upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that does not meet the definition of a Qualified Equity Financing (a “Non-Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price in the Non-Qualified Equity Financing and (ii) the Valuation Cap. The Convertible Note is also convertible at the option of the holder any time prior to the Convertible Note Maturity Date at a conversion price equal to the Valuation Cap. The “Valuation Cap” is $1.25 per share), and (ii) with respect to a Convertible Note issued at any closing subsequent to the initial closing under the Convertible Note Purchase Agreement, the price per share equal to the greater of (a) $1.56 and (b) the closing price per share of the Company’s common stock on the date prior to such closing. The Valuation Cap is subject to adjustment based on the Company’s holdings in LanzaJet, and the conversion price in all cases is subject to adjustment for stock splits, reclassifications, redesignations, subdivisions, recapitalizations, and dividends. As of the date of this filing no Qualified Equity Financing nor Non-Qualifying Financing events have occurred. The Convertible Note may not be prepaid or redeemed by the Company, either in whole or in part, without the consent of the holder, provided that the Company may redeem and prepay the Convertible Note without such consent (i) until August 6, 2025, in an amount equal to one and one half times the redeemed principal amount thereof; (ii) between August 7, 2025 and August 6, 2027, in an amount equal to two times the redeemed principal amount; and (iii) after August 6, 2027, in an amount equal to three times the redeemed principal amount; in all such cases, any and all accrued and unpaid interest to have been repaid in connection with the redemption. The Company elected the fair value option to account for the Convertible Note. See Note 11 - Fair Value for further details on the liability recorded as of September 30, 2024 and associated losses in the change of its fair value for the three months ended September 30, 2024.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

SAFE (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Oct. 02, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Brookfield SAFE liability			$ 50,000,000
Required equity funding for qualifying projects			50,000,000
Required equity funding for qualifying projects, remaining amount reduction			$ 5,000,000
Stock price (usd per share)	$ 11.50		$ 10.00
Brookfield SAFE liability	$ 9,550,000	$ 25,150,000
Required equity funding			$ 500,000

Investments (Tables)

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of 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.


	September 30, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term
US Treasury bills and notes	14,848		11		$	—	$	14,859	$	—
Corporate debt securities	$	13,273	$	5	$	(2)	$	13,276	$	135

Total debt securities due within a year	$	28,121	$	16	$	(2)	$	28,135	$	135






Total HTM Debt Securities	$	28,121	$	16	$	(2)	$	28,135	$	135


	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

Schedule of Investments

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


	As of
	September 30, 2024		December 31, 2023
Equity Method Investment in LanzaJet	$	10,859	$	7,066
Equity Security Investment in SGLT	14,990		14,990
Total Investment	$	25,849	$	22,056

- 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
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Reverse Recapitalization (Tables)

9 Months Ended

Sep. 30, 2024

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

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


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

The following table reconciles the elements of the Business Combination and PIPE financing to the condensed consolidated statements of cash flows for the period ended June 30, 2024:


	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 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 financing	155,000
Conversion of the AM SAFE	29,730
Transaction costs allocated to equity	(7,223)
	$	236,973
Less: par value of shares held by PIPE investors and public stockholders	(3)
Total additional paid-in capital from recapitalization	$	236,970

Reverse Recapitalization

9 Months Ended

Sep. 30, 2024

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 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:


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

The following table reconciles the elements of the Business Combination and PIPE financing to the condensed consolidated statements of cash flows for the period ended June 30, 2024:


	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

Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss for basic and diluted earnings per common share	$ (57,431)	$ (27,799)	$ (25,508)	$ (25,326)	$ (26,786)	$ (63,312)	$ (110,738)	$ (115,424)
Unpaid cumulative dividends on preferred stock	0			0			0	(4,117)
Net loss allocated to common shareholders	$ (57,431)			$ (25,326)			$ (110,738)	$ (119,541)
Denominator:
Weighted-average shares used in calculating net loss per share, basic (in shares)	197,773,376			195,869,537			197,499,156	169,797,443
Weighted-average shares used in calculating net loss per share, diluted (in shares)	197,773,376			195,869,537			197,499,156	169,797,443
Net loss per common share, basic (in usd per share)	$ (0.29)			$ (0.13)			$ (0.56)	$ (0.70)
Net loss per common share, diluted (in usd per share)	$ (0.29)			$ (0.13)			$ (0.56)	$ (0.70)

- Definition

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

+ References

+ 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

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- Definition

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

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+ Details

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Foreign earnings repatriated	$ 0	$ 0	$ 0	$ 0
Deferred income taxes recognized	$ 0	$ 0	0	0
Income tax expense			$ 0	$ 0
Effective tax rate			0.00%	0.00%
Statutory tax rate			21.00%	21.00%

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

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-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
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-Topic 250
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-Name Accounting Standards Codification
-Section 50
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-Name Accounting Standards Codification
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+ Details

Summary of Significant Accounting Policies - Basis of Presentation and Going Concern (Details) - USD ($) $ in Thousands		3 Months Ended						9 Months Ended
	Aug. 06, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Feb. 08, 2023
Voting rights stock held											85.30%
Cash and cash equivalents		$ 58,741						$ 58,741		$ 75,585
Held-to-maturity securities		28,121						28,121		45,159
Accumulated deficit		(942,610)						(942,610)		$ (831,872)
Net cash used in operating activities								(69,384)	$ (81,565)
Net loss		$ (57,431)	$ (27,799)	$ (25,508)	$ (25,326)	$ (26,786)	$ (63,312)	$ (110,738)	$ (115,424)
Convertible Note
Proceeds from issuance of convertible debt	$ 40,000

- Definition

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

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

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

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Net Loss Per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss for basic and diluted earnings per common share	$	(57,431)	$	(25,326)	$	(110,738)	$	(115,424)
Unpaid cumulative dividends on preferred stock	—		—		—		(4,117)
Net loss allocated to common shareholders	$	(57,431)	$	(25,326)	$	(110,738)	(119,541)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	197,773,376		195,869,537		197,499,156		169,797,443
Net loss per common share, basic and diluted(1)	$	(0.29)	$	(0.13)	$	(0.56)	$	(0.70)

__________________

(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

As of September 30, 2024 and 2023, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive include the following:


	September 30,
	2024	2023

Options	18,733,115	17,021,827
RSUs	7,769,726	7,042,901
Convertible Note	32,120,000	—
Brookfield SAFE	5,000,000	5,000,000
Warrants	16,657,686	16,657,686
Total	80,280,527	45,722,414

Investments

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Investments

HTM Debt Securities

Held to maturity (“HTM”) debt securities are comprised of U.S. Treasury bills and corporate debt securities. HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment.


	September 30, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term
US Treasury bills and notes	14,848		11		$	—	$	14,859	$	—
Corporate debt securities	$	13,273	$	5	$	(2)	$	13,276	$	135

Total debt securities due within a year	$	28,121	$	16	$	(2)	$	28,135	$	135






Total HTM Debt Securities	$	28,121	$	16	$	(2)	$	28,135	$	135


	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 and September 30, 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
	September 30, 2024		December 31, 2023
Equity Method Investment in LanzaJet	$	10,859	$	7,066
Equity Security Investment in SGLT	14,990		14,990
Total Investment	$	25,849	$	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 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.

Under the Investment Agreement, LanzaTech has a right to receive up to an aggregate of 45,000,000 additional LanzaJet shares for no additional consideration if (i) certain other LanzaJet shareholders make additional investments for the funding of the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet, or (ii) a non-LanzaJet shareholder sublicenses the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waive the requirement on a pro-rata basis.

On June 18, 2024, LanzaJet issued to LanzaTech 15,000,000 shares related to the sublicensing of the Company’s technology to a non-LanzaJet shareholder, as the first tranche of the additional consideration per the Investment Agreement. This was accounted for as revenue from contract modification with a cumulative catch-up, net of intra-entity profit elimination, and as an increase in our equity method investment in LanzaJet. As a result, LanzaTech’s ownership in LanzaJet increased to 37.01%.

During the three months ended September 30, 2024 and 2023, the Company recognized revenue from the Investment Agreement of $1,086 and $565 respectively, net of intra-entity profit elimination. During the nine months ended September 30, 2024 and September 30, 2023, the Company recognized revenue from this arrangement of $10,207 and $1,701 respectively, net of intra-entity profit elimination and has associated deferred revenue of $6,719 and $5,375, as of September 30, 2024 and December 31, 2023, respectively. Net intra-entity profits related to this arrangement were $257 and $107 for the three months ended September 30, 2024 and 2023 and $3,450 and $313 for the nine months ended September 30, 2024 and 2023, respectively. Intra-entity profits are amortized over a 15-year period through 2034.

In connection with the LanzaJet Note Purchase Agreement as described in Note 14 - 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. LanzaTech committed proportionally fewer funds, and therefore received proportionally fewer warrants than the other investors. Accordingly, when warrants held by other investors become exercisable (and meet the criteria for in-substance common stock), LanzaTech’s ownership is diluted. The Company recorded gain on dilution of $188 and $502 in the nine months ended September 30, 2024 and 2023, respectively. LanzaTech’s ownership is subject to further dilution if LanzaJet draws additional funds committed in the LanzaJet Note Purchase Agreement and the remaining warrants are exercisable by the holders. During the three months ended September 30, 2024, LanzaJet drew additional funds committed in the LanzaJet Note Purchase Agreement and as a result our ownership in LanzaJet was diluted to 36.79%.

The carrying value of our equity method investment in LanzaJet as of September 30, 2024 and December 31, 2023 was approximately $2,900 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 are entitled in exchange for our contribution of intellectual property to LanzaJet as discussed above. 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 September 30, 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 and nine months ended September 30, 2024 and 2023, there was no change in the recorded amount of the investment in SGLT.

As of September 30, 2024 and December 31, 2023, there were no impairments of equity investments. During the three and nine months ended September 30, 2024 and 2023, the Company received no dividends from equity investments. See Note 14 - Related Party Transactions, for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with its equity investments.

Fair Value (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule 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 September 30, 2024 and December 31, 2023 (in thousands):


	Fair Value Measurement as of
	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	29,754	$	—	$	—	$	29,754
Total assets	$	29,754	$	—	$	—	$	29,754

Liabilities:
Convertible Note	$	—	$	—	$	61,577	$	61,577
FPA Put Option liability	—		—		48,182		48,182
Fixed Maturity Consideration and current portion of the FPA Put Option	—		—		20,080		20,080
Brookfield SAFE liability	—		—		9,550		9,550
Private Placement Warrants	—		—		1,480		1,480
Public Warrants	1,125		—		—		1,125
Total liabilities	$	1,125	$	—	$	140,869	$	141,994


	Fair Value Measurement as of
	December 31, 2023
	Level 1		Level 2		Level 3		Total
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

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs

The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of September 30, 2024 and December 31, 2023:


	September 30, 2024			December 31, 2023
Stock price	$	1.91		$	5.03
Term (in years)	0			2.11
Expected volatility	N/A			50.0		%
Risk-free interest rate	N/A			4.16		%
Expected dividend yield	—		%	—		%

Significant inputs for Level 3 Brookfield SAFE measurement at September 30, 2024 and December 31, 2023 are as follows:


	September 30, 2024		December 31, 2023
Initial purchase amount	$	50,000	$	50,000
Liquidity price	$	10.00	$	10.00
Stock price	$	1.91	$	5.03

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of September 30, 2024 and December 31, 2023:


	September 30, 2024			December 31, 2023
Stock price	$	1.91		$	5.03
Exercise price	$	11.50		$	11.50
Term (in years)	3.36			4.11
Expected volatility	77.5		%	45.0		%
Risk-free interest rate	3.58		%	3.92		%
Expected dividend yield	—		%	—		%

Schedule 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):


	Convertible Note		FPA Put Option		Fixed Maturity Consideration		Brookfield SAFE		Private Placement Warrants
Balance as of January 1, 2024	$	—	$	(37,523)	$	(7,228)	$	(25,150)	$	(3,914)
Issuance of the Convertible Note	(40,150)		—		—		—		—
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(21,427)		(22,492)		(1,019)		15,600		2,434
Balance as of September 30, 2024	$	(61,577)	$	(60,015)	$	(8,247)	$	(9,550)	$	(1,480)


	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	(38,092)		(7,020)		(3,063)		(3,770)		(744)		189		26,650		(2,912)
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 September 30, 2023	$	(38,092)	$	(7,020)	$	—	$	—	$	—	$	—	$	(23,350)	$	(5,060)

Revenues - Contract Balances (Details) $ in Thousands	9 Months Ended
Revenues - Contract Balances (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Current Contract Assets
Beginning balance	$ 28,238
Additions to unbilled accounts receivable	30,682
Unbilled accounts receivable recognized in trade receivables	(39,951)
Decrease on revaluation on currency	167
Ending balance	19,136
Current Contract Liabilities
Beginning balance	3,198
Increases due to consideration received	9,813
Decrease on revaluation on currency	0
Reclassification from long-term to short-term	2,687
Reclassification to revenue as a result of performance obligations satisfied	(11,936)
Additions due to LanzaJet sublicense	2,687
Ending balance	6,449
Non-current Contract Liabilities
Beginning balance	8,233
Decrease on revaluation on currency	77
Reclassification from long-term to short-term	(2,687)
Additions due to LanzaJet sublicense	1,343
Ending balance	$ 6,966

Fair Value - Level 3 Fair Value Measurements (Details) $ in Thousands	Sep. 30, 2024 USD ($) $ / shares	Aug. 06, 2024	Dec. 31, 2023 USD ($) $ / shares
Stock price (usd per share)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	1.91		5.03
Convertible note, measurement inputs	1.91	1.40
Brookfield SAFE, measurement input	1.91		5.03
Stock price (usd per share) \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.91		5.03
Exercise price (usd per share) \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50		11.50
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	0		2.11
Convertible note, measurement inputs	4.85	5
Term (in years) \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	3.36		4.11
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input			0.500
Convertible note, measurement inputs	0.800	0.850
Expected volatility \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.775		0.450
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input			0.0416
Convertible note, measurement inputs	0.0350	0.0370
Risk-free interest rate \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0358		0.0392
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input	0		0
Convertible note, measurement inputs	0	0
Expected dividend yield \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0		0
Initial purchase amount
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input \| $	50,000		50,000
Liquidity price (usd per share)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input	10.00		10.00

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 2, 2024, at a Special Meeting of Stockholders of the Company, the Company’s stockholders voted on and approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 400,000,000 shares to 600,000,000 shares (the “Charter Amendment”). On October 3, 2024, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. The Charter Amendment became effective upon filing. On October 4, 2024, ACM delivered to the Company notice of satisfaction of the VWAP Condition, which accelerated the FPA Maturity Date with respect to ACM’s portion of the FPA. On October 15, 2024 and October 21, 2024, the Company paid in cash to ACM $2,539 in Share Consideration and $7,500 in Maturity Consideration, respectively, and ACM subsequently returned its Recycled Shares to the Company. As a result, the Company’s and ACM’s obligations under the FPA have been fully satisfied.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common shares, par value (usd per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized (in shares)	400,000,000	400,000,000
Common shares, shares issued (in shares)	197,782,055	196,642,451
Common shares, shares outstanding (in shares)	197,782,055	196,642,451

Investments - Narrative (Details) $ / shares in Units, ¥ in Thousands				3 Months Ended		9 Months Ended		12 Months Ended
	May 13, 2020 USD ($) shares	Sep. 28, 2011 USD ($)	Sep. 28, 2011 CNY (¥)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jun. 18, 2024 shares	Nov. 09, 2022 $ / shares
Schedule of Equity Method Investments [Line Items]
Allowance for credit losses related to held-to-maturity securities				$ 0		$ 0		$ 0
Equity method investments cost						0	$ 288,000
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares										$ 0.01
Impairment on equity method investments						0		0
Dividends from equity investments				$ 0	$ 0	$ 0	0
LanzaJet
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property	$ 15,000,000
Ownership percentage	37.50%			36.79%		36.79%			37.01%
Contingent right to receive additional interest (in shares) \| shares	45,000,000								15,000,000
Equity method investments cost	$ 0
Revenue				$ 1,086,000	565,000	$ 10,207,000	1,701,000
Deferred revenue				6,719,000		$ 6,719,000		5,375,000
Profit amortization period						15 years
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares										$ 0.01
Gain from equity method investment						$ 188,000	502,000
Carrying value less than proportionate share of book value				2,900,000		2,900,000		$ 2,900,000
LanzaJet \| Intra-entity
Schedule of Equity Method Investments [Line Items]
Revenue				$ 257,000	$ 107,000	$ 3,450,000	$ 313,000
SGLT
Schedule of Equity Method Investments [Line Items]
Ownership percentage		30.00%	30.00%	9.31%		9.31%
SGLT \| Intellectual Property
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property		$ 4,000,000	¥ 25,800

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues [Abstract]
Total revenue	$ 9,943	$ 19,605	$ 37,562	$ 42,168
Cost and operating expenses:
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)	(479)	(678)	(2,034)	(1,504)
Cost of revenue from related party transactions (exclusive of depreciation shown below)	(207)	(59)	(363)	(150)
Research and development expense	(22,006)	(16,645)	(60,548)	(51,839)
Depreciation expense	(1,301)	(1,376)	(4,289)	(3,981)
Selling, general and administrative expense	(11,452)	(11,808)	(34,236)	(41,095)
Total cost and operating expenses	(42,900)	(44,200)	(119,475)	(129,903)
Loss from operations	(32,957)	(24,595)	(81,913)	(87,735)
Other income (expense):
Interest income, net	791	1,249	2,452	3,164
Other expense, net	(19,730)	(1,517)	(23,342)	(29,912)
Total other expense, net	(18,939)	(268)	(20,890)	(26,748)
Loss before income taxes	(51,896)	(24,863)	(102,803)	(114,483)
Loss from equity method investees, net	(5,535)	(463)	(7,935)	(941)
Net loss	(57,431)	(25,326)	(110,738)	(115,424)
Other comprehensive loss:
Foreign currency translation adjustments	(48)	(1,001)	(198)	(954)
Comprehensive loss	(57,479)	(26,327)	(110,936)	(116,378)
Unpaid cumulative dividends on preferred stock	0	0	0	(4,117)
Net loss allocated to common shareholders	$ (57,431)	$ (25,326)	$ (110,738)	$ (119,541)
Net loss per common share - basic (in usd per share)	$ (0.29)	$ (0.13)	$ (0.56)	$ (0.70)
Net loss per common share - diluted (in usd per share)	$ (0.29)	$ (0.13)	$ (0.56)	$ (0.70)
Weighted-average number of common shares outstanding - basic (in shares)	197,773,376	195,869,537	197,499,156	169,797,443
Weighted-average number of common shares outstanding - diluted (in shares)	197,773,376	195,869,537	197,499,156	169,797,443
Revenue from collaborative arrangements
Revenues [Abstract]
Total revenue	$ 917	$ 1,566	$ 4,469	$ 3,116
Service and Grants
Cost and operating expenses:
Cost of revenue from contracts with customers (exclusive of depreciation shown below)	(5,339)	(11,862)	(14,356)	(28,835)
Service and Grants \| Nonrelated Party
Revenues [Abstract]
Total revenue	5,199	14,162	17,684	32,119
Tangible Products
Cost and operating expenses:
Cost of revenue from contracts with customers (exclusive of depreciation shown below)	(2,116)	(1,772)	(3,649)	(2,499)
Tangible Products \| Nonrelated Party
Revenues [Abstract]
Total revenue	2,209	2,258	4,010	3,265
Service \| Related Party
Revenues [Abstract]
Total revenue	$ 1,618	$ 1,619	$ 11,399	$ 3,668

Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 9,943	$ 19,605	$ 37,562	$ 42,168
North America
Disaggregation of Revenue [Line Items]
Total revenue	2,709	4,847	18,298	11,309
Europe, Middle East, Africa (EMEA)
Disaggregation of Revenue [Line Items]
Total revenue	4,142	10,732	13,736	25,088
Asia
Disaggregation of Revenue [Line Items]
Total revenue	2,664	2,137	4,696	2,690
Australia
Disaggregation of Revenue [Line Items]
Total revenue	$ 428	$ 1,889	$ 832	$ 3,081

- 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

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+ Details

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Units 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, 2024	3,155	$	3.51	3,930	$	1.69
Granted	2,313	3.06		—	—
Vested	(1,069)	3.49		(253)	1.61
Cancelled/forfeited	(346)	3.33		(214)	1.61
September 30, 2024	4,053	$	3.27	3,463	$	1.70

Schedule of Stock Options Activity

Stock option awards outstanding as of September 30, 2024 and changes during the period ended September 30, 2024 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, 2024	16,412	$	1.96
Vested and expecting to vest at January 1, 2024	16,412	1.96
Exercisable at January 1, 2024	10,869	1.49
Granted	3,254	3.10
Exercised	(186)	1.46
Cancelled/forfeited	(555)	3.31
Expired	(192)	3.15
Outstanding at September 30, 2024	18,733	$	2.11	5.85	$	7,067
Vested and expecting to vest at September 30, 2024	18,733	2.11		5.85	7,067
Exercisable at September 30, 2024	12,811	$	1.67	4.55	$	6,546

Share-Based Compensation - Restricted Stock Units Activity (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Time-based RSUs
Shares (in thousands)
Beginning balance (in shares) \| shares	3,155
Granted (in shares) \| shares	2,313
Vested (in shares) \| shares	(1,069)
Cancelled/forfeited (in shares) \| shares	(346)
Ending balance (in shares) \| shares	4,053
Weighted Average Grant Date Fair Value
Beginning balance, weighted average fair value (usd per share) \| $ / shares	$ 3.51
Granted, weighted average fair value (usd per share) \| $ / shares	3.06
Vested, weighted average fair value (usd per share) \| $ / shares	3.49
Cancelled/forfeited, weighted average fair value (usd per share) \| $ / shares	3.33
Ending balance, weighted average fair value (usd per share) \| $ / shares	$ 3.27
Market-based RSUs
Shares (in thousands)
Beginning balance (in shares) \| shares	3,930
Granted (in shares) \| shares	0
Vested (in shares) \| shares	(253)
Cancelled/forfeited (in shares) \| shares	(214)
Ending balance (in shares) \| shares	3,463
Weighted Average Grant Date Fair Value
Beginning balance, weighted average fair value (usd per share) \| $ / shares	$ 1.69
Granted, weighted average fair value (usd per share) \| $ / shares	0
Vested, weighted average fair value (usd per share) \| $ / shares	1.61
Cancelled/forfeited, weighted average fair value (usd per share) \| $ / shares	1.61
Ending balance, weighted average fair value (usd per share) \| $ / shares	$ 1.70

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 58,741	$ 75,585
Restricted cash (presented within Other current assets)	2,226	699
Cash, cash equivalents and restricted cash	$ 60,967	$ 76,284	$ 92,070	$ 83,710

Investments - Held to Maturity Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	$ 28,121	$ 45,159
Gross Unrealized Gains	16	20
Gross Unrealized Losses	(2)	(41)
Estimated Fair Value	28,135	45,138
Accrued Interest	135	266
US Treasury bills and notes
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	14,848	20,423
Gross Unrealized Gains	11	6
Gross Unrealized Losses	0	0
Estimated Fair Value	14,859	20,429
Accrued Interest	0	14
Corporate debt securities
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	13,273	21,736
Gross Unrealized Gains	5	14
Gross Unrealized Losses	(2)	(33)
Estimated Fair Value	13,276	21,717
Accrued Interest	$ 135	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

- 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

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+ Details

Cover	9 Months Ended
Cover	Sep. 30, 2024 shares
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-40282
Entity Registrant Name	LanzaTech Global, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	92-2018969
Entity Address, Address Line One	8045 Lamon Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Skokie
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60077
City Area Code	847
Local Phone Number	324-2400
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	197,782,055
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001843724
Amendment Flag	false
Document Fiscal Year Focus	2024
Common stock
Document Information [Line Items]
Title of 12(b) Security	Common stock
Trading Symbol	LNZA
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	LNZAW
Security Exchange Name	NASDAQ

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

As of September 30, 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
	September 30, 2024		December 31, 2023
Accounts receivable	$	2,182	$	2,190
Contract Assets	461		659
Notes receivable	5,698		5,436
Accounts payable	157		582

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue from related parties, included within Licensing	$	1,088	$	1,515	$	10,209	$	2,902
Revenue from related parties, included within Engineering and other services	530		104		1,190		766

The main transactions with related parties are described below:

LanzaJet

The Company and LanzaJet have entered into a master service agreement 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. 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 September 30, 2024 and 2023, the Company recognized revenue of approximately $63 and $97, respectively, under the transition services agreement. For the nine months ended September 30, 2024 and 2023, the Company recognized revenue from related parties of approximately $150 and $209, respectively, under the transition services agreement.

In addition to the licensing and sublicensing of its intellectual property, pursuant to the Investment Agreement as described in Note 6 - Investments, the Company provides certain engineering and other services related to a gas-

to-jet demonstration plant currently in development by LanzaJet and other projects whereby LanzaJet is the customer. The Company recognized revenue of $15 and $6, respectively, for the three months ended September 30, 2024 and 2023. The Company recognized revenue of $44 and $446, respectively, for the nine months ended September 30, 2024 and 2023.

In December 2023, LanzaTech sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects. The Company recognized $58 and $173 in deferred profit for the three and nine months ended September 30, 2024.

LanzaJet Note Purchase Agreement

On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “LanzaJet 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 $147,000 (the “Notes”), comprised of approximately $113,500 aggregate principal amount of 6.00% Senior Secured Notes maturing December 31, 2043 and $33,500 aggregate principal amount of 6.00% Subordinated Secured Notes maturing December 31, 2043. The Company committed to purchase $5,500 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 LanzaJet Note Purchase Agreement also received a warrant for the right to purchase 575,000 shares of common stock of LanzaJet for each $10,000 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 LanzaJet 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 LanzaJet 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 LanzaJet 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 September 30, 2024 and 2023, the Company recognized revenue of approximately $57 and $0, respectively. For the nine months ended September 30, 2024 and 2023, the Company recognized revenue of approximately $108 and $75, respectively. The Company also provided engineering services and incurred costs of $328 and $199 for the three months ended September 30, 2024 and 2023, and provided engineering services and incurred costs of $783 and $612 for the nine months ended September 30, 2024 and 2023, 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. Prior to June 2023, the Company was only entitled to royalties from SGLT, if SGLT received sublicense royalty payments. For the three and nine months ended September 30, 2024, the Company did not recognize any sublicensing revenue. For the three and nine months ended September 30, 2023, the Company recognized sublicensing revenues of $951 and $1,200, respectively.

- 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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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

Forward Purchase Agreement	9 Months Ended
Forward Purchase Agreement	Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Forward Purchase Agreement	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. As of December 31, 2023, the value of the FPA Put Option, inclusive of the Variable Maturity Consideration, is valued at $37,523 and is classified as non-current liability in the condensed consolidated balance sheets. As of September 30, 2024, the FPA Put Option is valued at $48,182 exclusive of the Variable Maturity Consideration, and remained classified as non-current liability in the condensed consolidated balance sheets. The Variable Maturity Consideration was reclassified to current in the condensed consolidated balance sheets as of September 30, 2024. As of December 31, 2023, the Fixed Maturity Consideration is valued at $7,228 which represents the fair value of the fixed portion of the Share Consideration and the Minimum Maturity Consideration and is classified as non-current liability in the condensed consolidated balance sheets. As of September 30, 2024, the entirety of the Fixed Maturity Consideration was reclassified to current in the condensed consolidated balance sheets. The current portion of the FPA related liabilities are valued at $20,080 as of September 30, 2024 and comprise the Fixed Maturity Consideration valued at $8,247 and the Variable portion of the Share Consideration valued at $11,833 that was included in the FPA Put Option liability previously. Expensed transaction costs, representing the stock acquisition fees, in the amount of $451 were recorded in Other expense, net on the condensed consolidated statements of operations and comprehensive loss in the nine months ended September 30, 2023. On July 22, 2024, Vellar purported to accelerate the FPA Maturity Date with respect to its portion of the FPA in connection with the satisfaction of the VWAP Condition. It subsequently delivered to the Company a notice of default under the FPA. On July 24, 2024, the Company filed suit against Vellar under the FPA, primarily in connection with Vellar’s sale of Recycled Shares (see Note 15 - Commitments and Contingencies). In October 2024, ACM accelerated the FPA Maturity Date with respect to its portion of the FPA in connection with the satisfaction of the VWAP Condition, and the Company fully satisfied its obligation to ACM in accordance with the FPA’s provisions (see Note 16 - Subsequent Events).

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income (loss)	$ (57,431)	$ (27,799)	$ (25,508)	$ (25,326)	$ (26,786)	$ (63,312)	$ (110,738)	$ (115,424)

- Definition

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

+ References

+ Details

Forward Purchase Agreement (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Feb. 03, 2023	Mar. 31, 2023	Sep. 30, 2024	Dec. 31, 2023
Derivative [Line Items]
FPA prepayment		$ (60,547)
FPA put option liability			$ 48,182	$ 37,523
Fixed Maturity Consideration			0	7,228
FPA put option liability, current			20,080	$ 0
Fixed maturity consideration, current			8,247
FPA Put Option liability			11,833
Forward Contracts
Derivative [Line Items]
Derivative transaction costs			$ 451
Additional Paid-in Capital
Derivative [Line Items]
FPA prepayment	$ 60,547	$ (60,547)

Related Party Transactions - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Nov. 09, 2022
Related Party Transaction [Line Items]
Total revenue	$ 9,943,000	$ 19,605,000	$ 37,562,000	$ 42,168,000
Notes receivable, commitment to purchase					$ 5,500,000
Sale of private placement warrants (in shares)					316,250
Class of warrant or right, exercise price of warrants or rights (usd per share)					$ 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]
Total revenue	63,000	97,000	150,000	209,000
Related Party Investment Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Total revenue	15,000	6,000	44,000	446,000
Deferred profit recognized	58,000		173,000
Related Party Supply Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Total revenue	57,000	0	108,000	75,000
Cost incurred	328,000	199,000	783,000	612,000
Related Party Licensing Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Total revenue	$ 0	$ 0	$ 951,000	$ 1,200,000

Description of the Business	9 Months Ended
Description of the Business	Sep. 30, 2024
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, 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 conv0ert 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 September 30, 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 September 30, 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”. Public Warrants are defined and further described in Note 9 - Stockholders' equity. Unless otherwise indicated, amounts in these financial statements are presented in thousands, except for share and per share amounts.

Revenues - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Billed accounts receivable, net of allowance	$ 14,628	$ 11,157
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	39,620
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 17,368
Remaining performance obligation, expected timing of satisfaction	12 months

Fair Value - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Oct. 02, 2022
Liabilities:
Brookfield SAFE liability			$ 50,000
Warrants	$ 2,605	$ 7,614
Fair Value, Recurring
Assets:
Cash equivalents	29,754	28,058
Total assets	29,754
Liabilities:
Convertible Note	61,577
FPA Put Option liability	48,182	37,523
Fixed Maturity Consideration and current portion of the FPA Put Option	20,080	7,228
Brookfield SAFE liability	9,550	25,150
Total liabilities	141,994	77,515
Fair Value, Recurring \| Private Placement Warrants
Liabilities:
Warrants	1,480	3,915
Fair Value, Recurring \| Public Warrants
Liabilities:
Warrants	1,125	3,699
Fair Value, Recurring \| Level 1
Assets:
Cash equivalents	29,754	28,058
Total assets	29,754
Liabilities:
Convertible Note	0
FPA Put Option liability	0	0
Fixed Maturity Consideration and current portion of the FPA Put Option	0	0
Brookfield SAFE liability	0	0
Total liabilities	1,125	3,699
Fair Value, Recurring \| Level 1 \| Private Placement Warrants
Liabilities:
Warrants	0	0
Fair Value, Recurring \| Level 1 \| Public Warrants
Liabilities:
Warrants	1,125	3,699
Fair Value, Recurring \| Level 2
Assets:
Cash equivalents	0	0
Total assets	0
Liabilities:
Convertible Note	0
FPA Put Option liability	0	0
Fixed Maturity Consideration and current portion of the FPA Put Option	0	0
Brookfield SAFE liability	0	0
Total liabilities	0	0
Fair Value, Recurring \| Level 2 \| Private Placement Warrants
Liabilities:
Warrants	0	0
Fair Value, Recurring \| Level 2 \| Public Warrants
Liabilities:
Warrants	0	0
Fair Value, Recurring \| Level 3
Assets:
Cash equivalents	0	0
Total assets	0
Liabilities:
Convertible Note	61,577
FPA Put Option liability	48,182	37,523
Fixed Maturity Consideration and current portion of the FPA Put Option	20,080	7,228
Brookfield SAFE liability	9,550	25,150
Total liabilities	140,869	73,816
Fair Value, Recurring \| Level 3 \| Private Placement Warrants
Liabilities:
Warrants	1,480	3,915
Fair Value, Recurring \| Level 3 \| Public Warrants
Liabilities:
Warrants	$ 0	$ 0

Net Loss Per Share - Antidilutive Shares (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	80,280,527	45,722,414
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	18,733,115	17,021,827
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	7,769,726	7,042,901
Convertible Note
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	32,120,000	0
Brookfield SAFE
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,000,000	5,000,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	16,657,686	16,657,686

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 58,741	$ 75,585

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Amounts Related to Transactions with Related Parties

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


	As of
	September 30, 2024		December 31, 2023
Accounts receivable	$	2,182	$	2,190
Contract Assets	461		659
Notes receivable	5,698		5,436
Accounts payable	157		582

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue from related parties, included within Licensing	$	1,088	$	1,515	$	10,209	$	2,902
Revenue from related parties, included within Engineering and other services	530		104		1,190		766

The main transactions with related parties are described below:

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 58,741	$ 75,585
Held-to-maturity investment securities	28,121	45,159
Trade and other receivables, net of allowance	14,628	11,157
Contract assets	19,136	28,238
Other current assets	15,981	12,561
Total current assets	136,607	172,700
Property, plant and equipment, net	21,849	22,823
Right-of-use assets	25,912	18,309
Equity method investment	10,859	7,066
Equity security investment	14,990	14,990
Other non-current assets	5,999	5,736
Total assets	216,216	241,624
Current liabilities:
Accounts payable	3,121	4,060
Other accrued liabilities	7,929	7,316
Warrants	2,605	7,614
Fixed Maturity Consideration and current FPA Put Option liability	20,080	0
Contract liabilities	6,449	3,198
Accrued salaries and wages	6,575	5,468
Current lease liabilities	158	126
Total current liabilities	46,917	27,782
Non-current lease liabilities	28,811	19,816
Non-current contract liabilities	6,966	8,233
Fixed Maturity Consideration	0	7,228
FPA Put Option liability	48,182	37,523
Brookfield SAFE liability	9,550	25,150
Convertible Note	61,577	0
Other long-term liabilities	608	1,421
Total liabilities	202,611	127,153
Shareholders’ Equity
Common stock, $0.0001 par value; 400,000,000 and 400,000,000 shares authorized, 197,782,055 and 196,642,451 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	19	19
Additional paid-in capital	954,035	943,960
Accumulated other comprehensive income	2,161	2,364
Accumulated deficit	(942,610)	(831,872)
Total shareholders’ equity	13,605	114,471
Total liabilities and shareholders' equity	$ 216,216	$ 241,624

Reverse Recapitalization - Cash Flow Reconciliation (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 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	(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	Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares	Feb. 08, 2023 shares	Feb. 03, 2023 USD ($) tradingDay consecutiveTradingDay financial_instrument $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares
Derivative [Line Items]
Shares issued in transaction (in shares)		196,222,737
Trigger share price (usd per share) \| $ / shares	$ 3.00		$ 3.00
Trading days \| tradingDay	50		50
Consecutive trading days \| consecutiveTradingDay	60		60
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]
Trading days \| tradingDay			30
Shares to issue (in shares)			7,500,000	7,500,000
Maturity consideration (usd per share) \| $ / shares			$ 2.00	$ 2.00
Maturity consideration (in shares)			500,000
Maturity consideration, amount \| $			$ 5,079	$ 15
Forward Contracts \| Fixed Maturity Consideration
Derivative [Line Items]
Shares to issue (in shares)			7,500,000	7,500,000
Maturity consideration (usd per share) \| $ / shares			$ 2.00	$ 2.00
Maturity consideration, amount \| $			$ 3,167	$ 3,167

Commitment and Contingencies (Details) $ / shares in Units, $ in Thousands	Jul. 22, 2024 USD ($) tradingDay $ / shares shares	Jul. 01, 2024 tradingDay consecutiveTradingDay $ / shares	Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares	Feb. 08, 2023 shares	Feb. 03, 2023 tradingDay consecutiveTradingDay $ / shares	Oct. 23, 2024 USD ($)	Sep. 30, 2024 USD ($)	Jul. 30, 2024 USD ($)	Jul. 24, 2024 $ / shares
Lessee, Lease, Description [Line Items]
Trigger share price (usd per share) \| $ / shares			$ 3.00		$ 3.00
Trading days \| tradingDay			50		50
Consecutive trading days \| consecutiveTradingDay			60		60
Shares issued in transaction (in shares) \| shares				196,222,737
Headquarters In Skokie, Illinois
Lessee, Lease, Description [Line Items]
Lease not yet commenced, liability							$ 136
Vellar
Lessee, Lease, Description [Line Items]
Trigger share price (usd per share) \| $ / shares	$ 1.91	$ 3.00
Trading days \| tradingDay	30	50
Consecutive trading days \| consecutiveTradingDay		60
Shares issued in transaction (in shares) \| shares	2,990,000
Purchase price	$ 7,500
Share consideration payable in cash	$ 2,539
Early termination cash payment								$ 4,164
Sale of stock price (usd per share) \| $ / shares									$ 10.16
Vellar \| Subsequent Event \| Pending Litigation
Lessee, Lease, Description [Line Items]
Estimate of possible loss						$ 4,164

Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 9,943	$ 19,605	$ 37,562	$ 42,168
Revenue from collaborative arrangements
Disaggregation of Revenue [Line Items]
Total revenue	917	1,566	4,469	3,116
Biorefining revenue
Disaggregation of Revenue [Line Items]
Total revenue	5,949	12,427	24,648	28,474
Licensing
Disaggregation of Revenue [Line Items]
Total revenue	1,088	1,515	10,209	2,902
Engineering and other services
Disaggregation of Revenue [Line Items]
Total revenue	4,861	10,912	14,439	25,572
Revenue from grant contributions included in Engineering and other services above
Disaggregation of Revenue [Line Items]
Total revenue	1,915	7,012	6,068	16,725
Joint development and contract research revenue
Disaggregation of Revenue [Line Items]
Total revenue	1,785	4,920	8,904	10,429
Joint development agreements
Disaggregation of Revenue [Line Items]
Total revenue	917	1,933	5,122	5,049
Contract research
Disaggregation of Revenue [Line Items]
Total revenue	868	2,987	3,782	5,380
CarbonSmart product
Disaggregation of Revenue [Line Items]
Total revenue	$ 2,209	$ 2,258	$ 4,010	$ 3,265

SAFE	9 Months Ended
SAFE	Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SAFE	SAFE Brookfield SAFE On October 2, 2022, the Company entered into a Simple Agreement for Future Equity (“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. 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 September 30, 2024. As of September 30, 2024 and December 31, 2023, the fair value of the Brookfield SAFE was $9,550 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 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 September 30, 2024 or 2023.

Investments - Equity Method Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment in LanzaJet	$ 10,859	$ 7,066
Equity Security Investment in SGLT	14,990	14,990
Total Investment	$ 25,849	$ 22,056

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

Fair Value - Narrative (Details) $ / shares in Units, $ in Thousands				2 Months Ended	9 Months Ended
	Aug. 06, 2024 USD ($)	Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares	Feb. 03, 2023 USD ($) tradingDay consecutiveTradingDay $ / shares shares	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)
Class of Warrant or Right [Line Items]
Trigger share price (usd per share) \| $ / shares		$ 3.00	$ 3.00
Maturity Date Acceleration		49 days
Trading days \| tradingDay		50	50
Consecutive trading days \| consecutiveTradingDay		60	60
Change in fair value from the initial closing				$ 21,422
Change in the instrument-specific credit risk in other comprehensive income					$ 5
Brookfield SAFE liability				$ 9,550	9,550			$ 25,150
Change in fair value of derivative warrant liabilities					(20,609)	$ (14,249)
Other Expense \| Public Warrants
Class of Warrant or Right [Line Items]
Change in fair value of derivative warrant liabilities					2,574	2,100
Other Expense \| Private Placement Warrants
Class of Warrant or Right [Line Items]
Change in fair value of derivative warrant liabilities					$ 2,435	$ 2,912
Convertible Note
Class of Warrant or Right [Line Items]
Proceeds from issuance of convertible debt, including legal fees	$ 40,150
Forward Contracts \| Maturity Consideration
Class of Warrant or Right [Line Items]
Trading days \| tradingDay			30
Shares to issue (in shares) \| shares			7,500,000				7,500,000
Maturity consideration (usd per share) \| $ / shares			$ 2.00				$ 2.00
Maturity consideration, amount			$ 5,079				$ 15
Forward Contracts \| Fixed Maturity Consideration
Class of Warrant or Right [Line Items]
Shares to issue (in shares) \| shares			7,500,000				7,500,000
Maturity consideration (usd per share) \| $ / shares			$ 2.00				$ 2.00
Maturity consideration, amount			$ 3,167				$ 3,167

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following represents a reconciliation of Cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of September 30, 2024 and December 31, 2023.


	As of
	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	58,741	$	75,585
Restricted cash (presented within Other current assets)	2,226		699
Cash, cash equivalents and restricted cash	$	60,967	$	76,284

Schedule of Customer Concentration Risk

Our largest contracting entities represent 10% or greater of revenue and were as follows for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Customer A	16	%	3	%	30	%	6	%
Customer B	19	%	36	%	16	%	39	%
Customer C	14	%	—	%	4	%	—	%

Summary of Significant Accounting Policies - Convertible Note (Details) - Convertible Note - USD ($)	Aug. 06, 2024	Aug. 05, 2024
Debt face amount		$ 150,000,000
Proceeds from issuance of convertible debt, including legal fees	$ 40,150,000
Transaction costs	$ 150,000

Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue Benchmark \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage	73.00%	75.00%	51.00%	75.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	16.00%	3.00%	30.00%	6.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	19.00%	36.00%	16.00%	39.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%	0.00%	4.00%	0.00%
Accounts Receivable \| Geographic Concentration Risk \| Non-US
Concentration Risk [Line Items]
Concentration risk, percentage			34.00%		49.00%

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. 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 a portion of 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.

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 FPA 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 nine months ended September 30, 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 unaudited condensed consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash and cash equivalents of $58,741, short-term held-to-maturity debt investments of $28,121 and an accumulated deficit of $(942,610) as of September 30, 2024 and cash outflows from operations of $(69,384) and a net loss of $(110,738) for the nine months ended September 30, 2024.

The Company has historically funded its operations through issuances of equity securities and debt financing. Additionally, from time to time, management evaluates options to enhance the Company’s liquidity position, including the sale of securities, incurrence of debt, or other financing alternatives. Additionally, on August 6, 2024, the Company issued on a $40,000 Convertible Note as defined and further described in Note 16 - Subsequent Events. 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.

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 FPA, the Convertible Note and the Private Placement Warrants. Private Placement Warrants are defined and further described in Note 9 - Stockholders' equity.

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.

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 September 30, 2024 and December 31, 2023, the Company had $58,741 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 September 30, 2024 and December 31, 2023.


	As of
	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	58,741	$	75,585
Restricted cash (presented within Other current assets)	2,226		699
Cash, cash equivalents and restricted cash	$	60,967	$	76,284

Forward Purchase Agreement

On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM ARRT H LLC (“ACM”). On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”). ACM and Vellar are together referred to as the “Purchasers.” Pursuant to the FPA, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for approximately $10.16 per share (“Redemption Price”), and the purchase price of $60,096 was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the FPA redemption 3 years from the date of the Business Combination (the “ FPA Maturity Date”). The FPA Maturity Date may be accelerated, at the Purchasers’ discretion, if the Company’s volume-weighted average share price is below $3.00 per share for any 50 trading days during a 60 consecutive trading-day period (the “VWAP Condition”) or if the Company is delisted. The Purchasers 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 FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”), which under the FPA is payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over the 30 scheduled trading days ending on the FPA Maturity Date. In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5,079 (the “Share Consideration”), which under the FPA is payable in cash. 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 Purchasers’ 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 (as defined below) (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 condensed 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 (1) 7,500,000 less 5,916,514 multiplied by (2) $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 as of December 31, 2023, and was reclassified as described below as of September 30, 2024. 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 condensed consolidated statements of operations and comprehensive loss.

On July 22, 2024, Vellar purported to accelerate the FPA Maturity Date with respect to its portion of the FPA in connection with the satisfaction of the VWAP Condition. It subsequently delivered to the Company a notice of default under the FPA. On July 24, 2024, the Company filed suit against Vellar under the FPA, primarily in connection with Vellar’s sale of Recycled Shares (see Note 15 - Commitments and Contingencies). As a result, the Company reclassified the Maturity Consideration and the Share Consideration to current liabilities on the condensed consolidated balance sheets, and the FPA Put Option excluding the Variable Maturity Consideration portion, which remains in long-term liabilities (refer to Note 10 - Forward Purchase Agreement). In October 2024, ACM accelerated the FPA Maturity Date with respect to its portion of the FPA in connection with the satisfaction of the VWAP Condition, and the Company fully satisfied its obligation to ACM in accordance with the FPA’s provisions (see Note 16 - Subsequent Events).

Convertible Note

On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with an accredited investor (the “Investor”) pursuant to which the Company agreed to sell and issue to the Investor and other purchasers in a private placement transaction (the “Private Placement”) in one or more closings up to an aggregate principal amount of $150,000 of convertible notes. As of August 6, 2024, we issued and sold a principal amount of $40,150 of convertible notes to the Investor pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”).

The Company has elected the fair value option for the Convertible Note at issuance, under ASC 825. Under this option, the Convertible Note is initially recognized at its fair value as a long-term liability on the condensed consolidated balance sheets with subsequent changes in fair value reflected in earnings. Interest expense is not recognized separately; rather, the change in the fair value of the debt, inclusive of interest, market risk, and other factors affecting valuation, is recorded in the condensed consolidated statements of operations and comprehensive loss as a component of other income (expense). However, the change in fair value attributable to the change in the instrument-specific credit risk is presented separately in other comprehensive income. Transaction costs of $150 were expensed as incurred and included in the condensed consolidated statements of operations and comprehensive loss as a component of other income (expense). See Note 8 - Convertible Note.

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

Revenue Recognition

The Company recognizes revenue from exchange transactions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and grants from non-customers. The Company primarily earns revenue from services related to biorefining (formerly known as carbon capture and transformation) which includes techno-economic feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts (microbes and media). 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, such as ethanol, for sustainable products made 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 labor hours input 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 are 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 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 expense as incurred costs associated with R&D activities other than those related to revenue agreements or those eligible for capitalization under applicable guidance.

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 September 30, 2024 and 2023 was approximately 73% and 75%, respectively. Revenue generated from the Company’s customers and grant providers from outside of the United States for the nine months ended September 30, 2024 and 2023 was approximately 51% and 75%, respectively.

As of September 30, 2024 and December 31, 2023, approximately 34% 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 September 30, 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 and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Customer A	16	%	3	%	30	%	6	%
Customer B	19	%	36	%	16	%	39	%
Customer C	14	%	—	%	4	%	—	%

Recently Issued Accounting Pronouncements

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 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”)

In November 2024, the FASB issued ASU No. 2024-03, which introduces new disclosure requirements for reporting entities to provide disaggregated information on specific expense categories within relevant income statement captions. The standard aims to enhance transparency by requiring a breakdown of expenses such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. Additionally, the ASU mandates that certain gains, losses, and reconciling items that align with existing US GAAP disclosures be presented in a tabular format, allowing for a more detailed understanding of a company’s expense structure. The standard also requires narrative disclosure for selling expenses, including a description defined by management. This ASU is effective for public companies with annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of the standard on our financial statement disclosures.

Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) share_type installment day $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) share_type installment day $ / shares shares	Sep. 30, 2023 USD ($)	Oct. 02, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price (usd per share) \| $ / shares	$ 11.50		$ 11.50		$ 10.00
Share price threshold trading days			20 days
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of share based stock schemes \| share_type	2		2
Vesting installments \| installment	3		3
Time-based RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 1,525	$ 913	$ 3,866	$ 2,157
Unrecognized compensation costs	$ 9,970		$ 9,970
Unrecognized cost, recognition period			1 year 11 months 12 days
Time-based RSUs \| Employees and Other Service Providers
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
Time-based RSUs \| Director
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Market-based RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
Vesting component triggering event \| day	151		151
Compensation expense	$ 437	982	$ 1,551	2,437
Unrecognized compensation costs	1,303		$ 1,303
Unrecognized cost, recognition period			1 year 1 month 17 days
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	1,694	$ 1,234	$ 4,536	$ 4,443
Unrecognized compensation costs	$ 9,972		$ 9,972
Unrecognized cost, recognition period			1 year 11 months 23 days
Options \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period			2 years
Options \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award requisite service period			5 years
Convertible Note
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense			$ 2,741
Unrecognized cost, recognition period			10 years
Award requisite service period			3 years
Shares withheld for tax withholding obligation (in shares) \| shares			771,141
Tax payment			$ 7,650
Phantom RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting installments \| installment	3		3
Stock Appreciation Rights (SARs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting installments \| installment	3		3
Expiration period			10 years

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. 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 a portion of 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.
Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. 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 a portion of 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.
Revision of previously issued financial statements	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 FPA 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 nine months ended September 30, 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	Going Concern The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash and cash equivalents of $58,741, short-term held-to-maturity debt investments of $28,121 and an accumulated deficit of $(942,610) as of September 30, 2024 and cash outflows from operations of $(69,384) and a net loss of $(110,738) for the nine months ended September 30, 2024. The Company has historically funded its operations through issuances of equity securities and debt financing. Additionally, from time to time, management evaluates options to enhance the Company’s liquidity position, including the sale of securities, incurrence of debt, or other financing alternatives. Additionally, on August 6, 2024, the Company issued on a $40,000 Convertible Note as defined and further described in Note 16 - Subsequent Events. 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.
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 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 FPA, the Convertible Note and the Private Placement Warrants. Private Placement Warrants are defined and further described in Note 9 - Stockholders' equity. 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.
Cash and 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 September 30, 2024 and December 31, 2023, the Company had $58,741 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.
Forward Purchase Agreement	Forward Purchase Agreement On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM ARRT H LLC (“ACM”). On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”). ACM and Vellar are together referred to as the “Purchasers.” Pursuant to the FPA, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for approximately $10.16 per share (“Redemption Price”), and the purchase price of $60,096 was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the FPA redemption 3 years from the date of the Business Combination (the “ FPA Maturity Date”). The FPA Maturity Date may be accelerated, at the Purchasers’ discretion, if the Company’s volume-weighted average share price is below $3.00 per share for any 50 trading days during a 60 consecutive trading-day period (the “VWAP Condition”) or if the Company is delisted. The Purchasers 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 FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”), which under the FPA is payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over the 30 scheduled trading days ending on the FPA Maturity Date. In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5,079 (the “Share Consideration”), which under the FPA is payable in cash. 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 Purchasers’ 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 (as defined below) (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 condensed 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 (1) 7,500,000 less 5,916,514 multiplied by (2) $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 as of December 31, 2023, and was reclassified as described below as of September 30, 2024. 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 condensed consolidated statements of operations and comprehensive loss.
Convertible Note	The Company has elected the fair value option for the Convertible Note at issuance, under ASC 825. Under this option, the Convertible Note is initially recognized at its fair value as a long-term liability on the condensed consolidated balance sheets with subsequent changes in fair value reflected in earnings. Interest expense is not recognized separately; rather, the change in the fair value of the debt, inclusive of interest, market risk, and other factors affecting valuation, is recorded in the condensed consolidated statements of operations and comprehensive loss as a component of other income (expense). However, the change in fair value attributable to the change in the instrument-specific credit risk is presented separately in other comprehensive income. Transaction costs of $150 were expensed as incurred and included in the condensed consolidated statements of operations and comprehensive loss as a component of other income (expense).
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 unaudited condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability.
Revenue Recognition	Revenue Recognition The Company recognizes revenue from exchange transactions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and grants from non-customers. The Company primarily earns revenue from services related to biorefining (formerly known as carbon capture and transformation) which includes techno-economic feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts (microbes and media). 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, such as ethanol, for sustainable products made 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 labor hours input 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 are 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 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	Cost of Revenues The Company’s R&D, engineering, and other direct costs of services and goods related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenue. Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits.
Research and Development	Research and Development We expense as incurred costs associated with R&D activities other than those related to revenue agreements or those eligible for capitalization under applicable guidance.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers and grant providers from outside of the United States for the three months ended September 30, 2024 and 2023 was approximately 73% and 75%, respectively. Revenue generated from the Company’s customers and grant providers from outside of the United States for the nine months ended September 30, 2024 and 2023 was approximately 51% and 75%, respectively. As of September 30, 2024 and December 31, 2023, approximately 34% and 49%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers and grant providers located outside the United States.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements 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 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) In November 2024, the FASB issued ASU No. 2024-03, which introduces new disclosure requirements for reporting entities to provide disaggregated information on specific expense categories within relevant income statement captions. The standard aims to enhance transparency by requiring a breakdown of expenses such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. Additionally, the ASU mandates that certain gains, losses, and reconciling items that align with existing US GAAP disclosures be presented in a tabular format, allowing for a more detailed understanding of a company’s expense structure. The standard also requires narrative disclosure for selling expenses, including a description defined by management. This ASU is effective for public companies with annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of the standard on our financial statement disclosures.

Share-Based Compensation

9 Months Ended

Sep. 30, 2024

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 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 Value		Shares (in thousands)	Weighted Average Grant Date Fair Value
January 1, 2024	3,155	$	3.51	3,930	$	1.69
Granted	2,313	3.06		—	—
Vested	(1,069)	3.49		(253)	1.61
Cancelled/forfeited	(346)	3.33		(214)	1.61
September 30, 2024	4,053	$	3.27	3,463	$	1.70

The Company recorded compensation expense related to the time-based RSUs of $1,525 and $913 for the three months ended September 30, 2024 and 2023, respectively. The Company recorded compensation expense of $3,866 and $2,157 for the nine months ended September 30, 2024 and 2023, respectively. Unrecognized compensation costs as of September 30, 2024 were $9,970 and will be recognized over a weighted average of 1.95 years.

The Company recorded compensation expense related to the market-based RSUs of $437 and $982 for the three months ended September 30, 2024 and 2023, respectively. The Company recorded compensation expense related to the market-based RSUs of $1,551 and $2,437 for the nine months ended September 30, 2024 and 2023, respectively. Unrecognized compensation costs as of September 30, 2024 were 1,303 and will be recognized over a weighted average of 1.13 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.

Stock option awards outstanding as of September 30, 2024 and changes during the period ended September 30, 2024 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, 2024	16,412	$	1.96
Vested and expecting to vest at January 1, 2024	16,412	1.96
Exercisable at January 1, 2024	10,869	1.49
Granted	3,254	3.10
Exercised	(186)	1.46
Cancelled/forfeited	(555)	3.31
Expired	(192)	3.15
Outstanding at September 30, 2024	18,733	$	2.11	5.85	$	7,067
Vested and expecting to vest at September 30, 2024	18,733	2.11		5.85	7,067
Exercisable at September 30, 2024	12,811	$	1.67	4.55	$	6,546

The Company recorded compensation expense related to the options of $1,694 and $1,234 for the three months ended September 30, 2024 and 2023, respectively. The Company recorded compensation expense related to the options of $4,536 and $4,443 for the nine months ended September 30, 2024 and 2023, respectively. Unrecognized compensation costs as of September 30, 2024 were $9,972 and will be recognized over a weighted average of 1.98 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 nine months ended September 30, 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 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.

Revenues (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Contract Types:
Licensing	$	1,088	$	1,515	$	10,209	$	2,902
Engineering and other services	4,861		10,912		14,439		25,572

Biorefining revenue	$	5,949	$	12,427	$	24,648	$	28,474

Joint development agreements	917		1,933		5,122		5,049
Contract research	868		2,987		3,782		5,380
Joint development and contract research revenue	$	1,785	$	4,920	$	8,904	$	10,429

CarbonSmart product	2,209		2,258		4,010		3,265

Total Revenue	$	9,943	$	19,605	$	37,562	$	42,168

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue from partners in collaborative agreements included in the Joint development agreements above	$	917	$	1,566	$	4,469	$	3,116
Revenue from grant contributions included in Engineering and other services above	1,915		7,012		6,068		16,725

The following table presents disaggregation of the Company’s revenues by customer location for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
North America	$	2,709	$	4,847	$	18,298	$	11,309
Europe, Middle East, Africa (EMEA)	4,142		10,732		13,736		25,088
Asia	2,664		2,137		4,696		2,690
Australia	428		1,889		832		3,081
Total Revenue	$	9,943	$	19,605	$	37,562	$	42,168

Schedule of 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, 2023	$	28,238	$	3,198	$	8,233
Additions to unbilled accounts receivable	30,682		—		—
Increases due to consideration received	—		9,813		—
Unbilled accounts receivable recognized in trade receivables	(39,951)		—		—
Decrease on revaluation on currency	167		—		77
Reclassification from long-term to short-term	—		2,687		(2,687)
Reclassification to revenue as a result of performance obligations satisfied	—		(11,936)		—
Additions due to LanzaJet sublicense	—		2,687		1,343
Balance as of September 30, 2024	$	19,136	$	6,449	$	6,966

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY /DEFICIT - USD ($) $ in Thousands	Total	Previously Reported	Revision of Prior Period, Adjustment	Common Stock Outstanding	Common Stock Outstanding Previously Reported	Common Stock Outstanding Revision of Prior Period, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Revision of Prior Period, Adjustment	Accumulated Deficit	Accumulated Deficit Previously Reported	Accumulated Other Comprehensive Income	Accumulated Other Comprehensive Income Previously Reported
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2022	129,148,393	29,521,810	99,626,583
Beginning balance, temporary equity at Dec. 31, 2022	$ 480,631	$ 480,631
Increase (Decrease) in Temporary Equity [Roll Forward]
Exercise of a warrant, Series C and D Preferred Stock (in shares)	594,309
Exercise of a warrant, Series C and D Preferred Stock	$ 5,890
In-kind payment of preferred dividend	$ 241,529
Conversion of preferred stock into common stock (in shares)	(129,742,702)
Conversion of preferred stock into common stock	$ (728,050)
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2023	0
Ending balance, temporary equity at Mar. 31, 2023	$ 0
Beginning balance, Common Stock Outstanding (in shares) at Dec. 31, 2022				10,422,051	2,382,358	8,039,693
Beginning balance at Dec. 31, 2022	(428,722)	$ (428,722)	$ 0	$ 1	$ 0	$ 1	$ 24,782	$ 24,783	$ (1)	$ (456,245)	$ (456,245)	$ 2,740	$ 2,740
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,505						3,505
RSA vesting (in shares)				2,535,825
Repurchase of equity instruments (in shares)				(771,141)
Repurchase of equity instruments	(7,650)						(7,650)
Net loss	(63,312)									(63,312)
Issuance of common stock upon exercise of options and vesting of RSUs (in shares)				470,843
Issuance of common stock upon exercise of options and vesting of RSUs	746						746
In-kind payment of preferred dividend	(241,529)									(241,529)
Conversion of preferred stock into common stock (in shares)				153,895,644
Conversion of preferred stock into common stock	728,050			$ 15			728,035
Recapitalization, net of transaction expenses (Note 3) (in shares)				28,898,374
Recapitalization, net of transaction expenses (Note 3)	236,973			$ 3			236,970
FPA prepayment	(60,547)						(60,547)
Reclassification of warrants to equity	1,800						1,800
Foreign currency translation	(49)											(49)
Ending balance, Common Stock Outstanding (in shares) at Mar. 31, 2023				195,451,596
Ending balance at Mar. 31, 2023	$ 169,265			$ 19			927,641			(761,086)		2,691
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2022	129,148,393	29,521,810	99,626,583
Beginning balance, temporary equity at Dec. 31, 2022	$ 480,631	$ 480,631
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2023	0
Ending balance, temporary equity at Sep. 30, 2023	$ 0
Beginning balance, Common Stock Outstanding (in shares) at Dec. 31, 2022				10,422,051	2,382,358	8,039,693
Beginning balance at Dec. 31, 2022	(428,722)	$ (428,722)	$ 0	$ 1	$ 0	$ 1	24,782	$ 24,783	$ (1)	(456,245)	$ (456,245)	2,740	$ 2,740
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(115,424)
Ending balance, Common Stock Outstanding (in shares) at Sep. 30, 2023				196,055,228
Ending balance at Sep. 30, 2023	$ 128,475			$ 19			939,868			(813,198)		1,786
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2023	0
Beginning balance, temporary equity at Mar. 31, 2023	$ 0
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Jun. 30, 2023	0
Ending balance, temporary equity at Jun. 30, 2023	$ 0
Beginning balance, Common Stock Outstanding (in shares) at Mar. 31, 2023				195,451,596
Beginning balance at Mar. 31, 2023	169,265			$ 19			927,641			(761,086)		2,691
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	5,122						5,122
Net loss	(26,786)									(26,786)
Issuance of common stock upon exercise of options and vesting of RSUs (in shares)				222,906
Issuance of common stock upon exercise of options and vesting of RSUs	331						331
Reclassification of warrants to equity	3,063						3,063
Foreign currency translation	96											96
Ending balance, Common Stock Outstanding (in shares) at Jun. 30, 2023				195,674,502
Ending balance at Jun. 30, 2023	$ 151,091			$ 19			936,157			(787,872)		2,787
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2023	0
Ending balance, temporary equity at Sep. 30, 2023	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,151						3,151
Net loss	(25,326)									(25,326)
Issuance of common stock upon exercise of options and vesting of RSUs (in shares)				380,726
Issuance of common stock upon exercise of options and vesting of RSUs	560						560
Foreign currency translation	(1,001)											(1,001)
Ending balance, Common Stock Outstanding (in shares) at Sep. 30, 2023				196,055,228
Ending balance at Sep. 30, 2023	$ 128,475			$ 19			939,868			(813,198)		1,786
Beginning balance, Common Stock Outstanding (in shares) at Dec. 31, 2023	196,642,451			196,642,451
Beginning balance at Dec. 31, 2023	$ 114,471			$ 19			943,960			(831,872)		2,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	2,625						2,625
Repurchase of equity instruments	(48)						(48)
Net loss	(25,508)									(25,508)
Issuance of common stock upon exercise of options and vesting of RSUs (in shares)				1,083,026
Issuance of common stock upon exercise of options and vesting of RSUs	234						234
Foreign currency translation	42											42
Ending balance, Common Stock Outstanding (in shares) at Mar. 31, 2024				197,725,477
Ending balance at Mar. 31, 2024	$ 91,816			$ 19			946,771			(857,380)		2,406
Beginning balance, Common Stock Outstanding (in shares) at Dec. 31, 2023	196,642,451			196,642,451
Beginning balance at Dec. 31, 2023	$ 114,471			$ 19			943,960			(831,872)		2,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (110,738)
Issuance of common stock upon exercise of options and vesting of RSUs (in shares)	186,000
Ending balance, Common Stock Outstanding (in shares) at Sep. 30, 2024	197,782,055			197,782,055
Ending balance at Sep. 30, 2024	$ 13,605			$ 19			954,035			(942,610)		2,161
Beginning balance, Common Stock Outstanding (in shares) at Mar. 31, 2024				197,725,477
Beginning balance at Mar. 31, 2024	91,816			$ 19			946,771			(857,380)		2,406
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,672						3,672
Net loss	(27,799)									(27,799)
Issuance of common stock upon exercise of options and vesting of RSUs (in shares)				39,590
Issuance of common stock upon exercise of options and vesting of RSUs	38						38
Foreign currency translation	(191)											(191)
Ending balance, Common Stock Outstanding (in shares) at Jun. 30, 2024				197,765,067
Ending balance at Jun. 30, 2024	67,536			$ 19			950,481			(885,179)		2,215
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	3,554						3,554
Net loss	(57,431)									(57,431)
Issuance of common stock upon exercise of options and vesting of RSUs (in shares)				16,988
Other comprehensive income, net	(5)											(5)
Foreign currency translation	$ (49)											(49)
Ending balance, Common Stock Outstanding (in shares) at Sep. 30, 2024	197,782,055			197,782,055
Ending balance at Sep. 30, 2024	$ 13,605			$ 19			$ 954,035			$ (942,610)		$ 2,161

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

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, 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss for basic and diluted earnings per common share	$	(57,431)	$	(25,326)	$	(110,738)	$	(115,424)
Unpaid cumulative dividends on preferred stock	—		—		—		(4,117)
Net loss allocated to common shareholders	$	(57,431)	$	(25,326)	$	(110,738)	(119,541)
Denominator:
Weighted-average shares used in calculating net loss per share, basic and diluted	197,773,376		195,869,537		197,499,156		169,797,443
Net loss per common share, basic and diluted(1)	$	(0.29)	$	(0.13)	$	(0.56)	$	(0.70)

__________________

As of September 30, 2024 and 2023, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive include the following:


	September 30,
	2024	2023

Options	18,733,115	17,021,827
RSUs	7,769,726	7,042,901
Convertible Note	32,120,000	—
Brookfield SAFE	5,000,000	5,000,000
Warrants	16,657,686	16,657,686
Total	80,280,527	45,722,414

Fair Value

9 Months Ended

Sep. 30, 2024

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 September 30, 2024 and December 31, 2023 (in thousands):


	Fair Value Measurement as of
	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	29,754	$	—	$	—	$	29,754
Total assets	$	29,754	$	—	$	—	$	29,754

Liabilities:
Convertible Note	$	—	$	—	$	61,577	$	61,577
FPA Put Option liability	—		—		48,182		48,182
Fixed Maturity Consideration and current portion of the FPA Put Option	—		—		20,080		20,080
Brookfield SAFE liability	—		—		9,550		9,550
Private Placement Warrants	—		—		1,480		1,480
Public Warrants	1,125		—		—		1,125
Total liabilities	$	1,125	$	—	$	140,869	$	141,994


	Fair Value Measurement as of
	December 31, 2023
	Level 1		Level 2		Level 3		Total
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 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 through March 31, 2024. Because the stock price already traded below the threshold of $3.00 per share for 49 days out of 50 trading days during a 60-day consecutive trading-day period, management determined that estimating the fair value of the FPA using an accelerated FPA Maturity Date was more appropriate. As such, the model calculated the value of the in-substance written put option and the portion of the Maturity Consideration in excess of the Fixed Maturity Consideration as if the Early Termination Option was exercised on June 30, 2024. The in-substance written put option was calculated as the repurchase of the Recycled Shares at the Share Price minus the Company’s share price as of June 30, 2024. The Maturity Consideration was calculated as 7,500,000 multiplied by $2.00 or $15,000, which included the Fixed Maturity Consideration calculated as 7,500,000 less the Terminated Shares multiplied by $2.00, or $3,167.

The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of September 30, 2024 and December 31, 2023:


	September 30, 2024			December 31, 2023
Stock price	$	1.91		$	5.03
Term (in years)	0			2.11
Expected volatility	N/A			50.0		%
Risk-free interest rate	N/A			4.16		%
Expected dividend yield	—		%	—		%

The Company has filed suit against Vellar under the FPA (see Note 15 - Commitments and Contingencies) and fully settled with ACM in October 2024 (see Note 16 - Subsequent Events).

Convertible Note

The Company has elected to measure the Convertible Note using the fair value option under ASC 825. As of September 30, 2024, no part of the Convertible Note has converted into the Company’s common stock as no Qualified Equity Financing nor Non-Qualifying Financing events have occurred and the holders has not exercised its right to convert. The fair value of the Convertible Note was estimated using a binomial lattice model. At issuance, the Company recognized the Convertible Note liability at a fair value of $40,150 on August 6, 2024. Subsequently, the Company remeasured the liability and recognized an increase in fair value of approximately $21,422 on the condensed consolidated statements of operations and comprehensive loss within other expense, net representing the change in fair value from the initial closing to September 30, 2024, and $5 attributable to the change in the instrument-specific credit risk in other comprehensive income.

The following table represents the inputs used in calculating the fair value of the Convertible Note as of September 30, 2024 and August 6, 2024:


	September 30, 2024			August 6, 2024
Stock price	$	1.91		$	1.40
Term (in years)	4.85			5
Expected volatility	80.0		%	85.0		%
Risk-free interest rate	3.50		%	3.70		%
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 September 30, 2024, no part of the Brookfield SAFE has converted to Company common shares as no qualifying projects have been presented to Brookfield yet. There were no cash flows associated with the Brookfield SAFE in the three months ended September 30, 2024.

As of September 30, 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 was set at the Business Combination, 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 $9,550 recorded on the condensed consolidated balance sheet.

Significant inputs for Level 3 Brookfield SAFE measurement at September 30, 2024 and December 31, 2023 are as follows:


	September 30, 2024		December 31, 2023
Initial purchase amount	$	50,000	$	50,000
Liquidity price	$	10.00	$	10.00
Stock price	$	1.91	$	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 expense, net within the condensed consolidated statements of operations and comprehensive loss. The Company recognized decreases in the fair value of the liability of $2,574 and $2,100 during the nine months ended September 30, 2024 and 2023, respectively.

The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the nine months ended September 30, 2024, the Company recognized a decrease in the fair value of $2,435. For the nine months ended September 30, 2023, the Company recognized an increase in the fair value of liabilities of approximately $2,912. Changes in fair value are recorded on the condensed consolidated statements of operations and comprehensive loss within Other expense, net.

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of September 30, 2024 and December 31, 2023:


	September 30, 2024			December 31, 2023
Stock price	$	1.91		$	5.03
Exercise price	$	11.50		$	11.50
Term (in years)	3.36			4.11
Expected volatility	77.5		%	45.0		%
Risk-free interest rate	3.58		%	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):


	Convertible Note		FPA Put Option		Fixed Maturity Consideration		Brookfield SAFE		Private Placement Warrants
Balance as of January 1, 2024	$	—	$	(37,523)	$	(7,228)	$	(25,150)	$	(3,914)
Issuance of the Convertible Note	(40,150)		—		—		—		—
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(21,427)		(22,492)		(1,019)		15,600		2,434
Balance as of September 30, 2024	$	(61,577)	$	(60,015)	$	(8,247)	$	(9,550)	$	(1,480)


	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	(38,092)		(7,020)		(3,063)		(3,770)		(744)		189		26,650		(2,912)
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 September 30, 2023	$	(38,092)	$	(7,020)	$	—	$	—	$	—	$	—	$	(23,350)	$	(5,060)

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Paragraph 6A
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Revenues

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenues

Disaggregated Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Contract Types:
Licensing	$	1,088	$	1,515	$	10,209	$	2,902
Engineering and other services	4,861		10,912		14,439		25,572

Biorefining revenue	$	5,949	$	12,427	$	24,648	$	28,474

Joint development agreements	917		1,933		5,122		5,049
Contract research	868		2,987		3,782		5,380
Joint development and contract research revenue	$	1,785	$	4,920	$	8,904	$	10,429

CarbonSmart product	2,209		2,258		4,010		3,265

Total Revenue	$	9,943	$	19,605	$	37,562	$	42,168

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue from partners in collaborative agreements included in the Joint development agreements above	$	917	$	1,566	$	4,469	$	3,116
Revenue from grant contributions included in Engineering and other services above	1,915		7,012		6,068		16,725

The following table presents disaggregation of the Company’s revenues by customer location for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
North America	$	2,709	$	4,847	$	18,298	$	11,309
Europe, Middle East, Africa (EMEA)	4,142		10,732		13,736		25,088
Asia	2,664		2,137		4,696		2,690
Australia	428		1,889		832		3,081
Total Revenue	$	9,943	$	19,605	$	37,562	$	42,168

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, 2023	$	28,238	$	3,198	$	8,233
Additions to unbilled accounts receivable	30,682		—		—
Increases due to consideration received	—		9,813		—
Unbilled accounts receivable recognized in trade receivables	(39,951)		—		—
Decrease on revaluation on currency	167		—		77
Reclassification from long-term to short-term	—		2,687		(2,687)
Reclassification to revenue as a result of performance obligations satisfied	—		(11,936)		—
Additions due to LanzaJet sublicense	—		2,687		1,343
Balance as of September 30, 2024	$	19,136	$	6,449	$	6,966

The decrease in contract assets was mostly due to billing certain customers and government entities for engineering and other services that were previously recorded as contract assets. As of September 30, 2024 and December 31, 2023 the Company had $14,628 and $11,157, respectively, of billed accounts receivable, net of allowance.

The increase in current contract liabilities was primarily due to the recognition of the portion of payments in shares received in advance from LanzaJet for the remaining sublicensing performance obligation (refer to Note 6 - Investments for further details), while the decrease in non-current contract liabilities is primarily due to the reclassification to current liabilities for performance obligations that will be completed within one year. The Company expects to recognize the amounts 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, including unearned revenue to be recognized in future periods. Transaction price allocated to remaining performance obligations is influenced by factors such as project size, duration, contract modifications, and customer-specific acceptance rights. As of September 30, 2024, we had approximately $39,620 in contracted revenue remaining to be recognized, of which $17,368 is expected to be recognized in the next twelve months.

- 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