0001628280-25-053255 | 10-Q | XBRL Viewer

$ 8,132,000

Other Nonoperating Income (Expense)

$ 0.0000001

^[1]

$ 0.0000001

^[1]

$ 0.0000001

$ 0.0001

Change in fair value of note payable

$ 9,400,000

$ 43,800,000

Common Stock

$ 4,000

Convertible Note

Proceeds from issuance of convertible debt, including legal fees

Debt face amount

$ 150,000,000

$ 40,150,000

Gross proceeds from the initial closing

$ 40,000,000

$ 8,132,000

Convertible Note | Common Stock

$ 0.0000001

Debt converted shares issued (in shares)

340,543

34,054,337

Schedule of Amounts Related to Transactions with Related Parties

$ 4,000

[1]

All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from $0.0001 to $0.0000001 per share which became effective on August 18, 2025

Fair Value Measurement - Schedule of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Aug. 18, 2025	Dec. 31, 2024
Assets:
Cash equivalents	$ 15,712		$ 30,136
Total assets	15,712		30,136
Liabilities:
Convertible Note			51,112
FPA Put Option liability	30,015		30,015
Fixed Maturity Consideration and current FPA Put Option liability	4,123		4,123
Warrants	43	$ 1,150	3,531
Total liabilities	47,481		102,004
Brookfield Loan liability
Liabilities:
Fair value of debt	13,300
Brookfield SAFE
Liabilities:
Fair value of debt			13,223
Private Placement Warrants
Liabilities:
Warrants	41		1,432
Public Warrants
Liabilities:
Warrants	2		2,099
Level 1
Assets:
Cash equivalents	15,712		30,136
Total assets	15,712		30,136
Liabilities:
Convertible Note			0
FPA Put Option liability	0		0
Fixed Maturity Consideration and current FPA Put Option liability	0		0
Total liabilities	2		2,099
Level 1 \| Brookfield Loan liability
Liabilities:
Fair value of debt	0
Level 1 \| Brookfield SAFE
Liabilities:
Fair value of debt			0
Level 1 \| Private Placement Warrants
Liabilities:
Warrants	0		0
Level 1 \| Public Warrants
Liabilities:
Warrants	2		2,099
Level 2
Assets:
Cash equivalents	0		0
Total assets	0		0
Liabilities:
Convertible Note			0
FPA Put Option liability	0		0
Fixed Maturity Consideration and current FPA Put Option liability	0		0
Total liabilities	0		0
Level 2 \| Brookfield Loan liability
Liabilities:
Fair value of debt	0
Level 2 \| Brookfield SAFE
Liabilities:
Fair value of debt			0
Level 2 \| Private Placement Warrants
Liabilities:
Warrants	0		0
Level 2 \| Public Warrants
Liabilities:
Warrants	0		0
Level 3
Assets:
Cash equivalents	0		0
Total assets	0		0
Liabilities:
Convertible Note			51,112
FPA Put Option liability	30,015		30,015
Fixed Maturity Consideration and current FPA Put Option liability	4,123		4,123
Total liabilities	47,479		99,905
Level 3 \| Brookfield Loan liability
Liabilities:
Fair value of debt	13,300
Level 3 \| Brookfield SAFE
Liabilities:
Fair value of debt			13,223
Level 3 \| Private Placement Warrants
Liabilities:
Warrants	41		1,432
Level 3 \| Public Warrants
Liabilities:
Warrants	$ 0		$ 0

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2025

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

thousands):


	As of
	September 30, 2025		December 31, 2024
Accounts receivable	$	2,194	$	2,452
Contract assets	—		399
Notes receivable	—		5,789
Accounts payable	$	—	$	234

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue from related parties, included within Licensing	$	1,051	$	1,088	$	3,152	$	10,209
Revenue from related parties, included within Engineering and other services	147		530		405		1,190

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Accounting Policies [Abstract]
Cash and cash equivalents	$ 19,627	$ 43,499

Commitments and Contingencies (Details) $ / shares in Units, $ in Thousands					1 Months Ended		9 Months Ended
	Jul. 22, 2024 USD ($) tradingDay $ / shares shares	Jul. 01, 2024 tradingDay consecutiveTradingDay $ / shares	Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares	Feb. 03, 2023 tradingDay consecutiveTradingDay $ / shares	May 31, 2025 USD ($)	May 31, 2024 USD ($)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Oct. 23, 2024 USD ($)	Jul. 30, 2024 USD ($)
Loss Contingencies [Line Items]
Decrease in operating lease liabilities					$ 13,085		$ 991	$ (13)
Decrease in operating lease right-of-use assets					13,025
Gain on termination of lease					$ 60		$ 60	$ 0
Incremental borrowing rate					8.00%
Trigger share price (usd per share) \| $ / shares			$ 3.00	$ 3.00
Trading days \| tradingDay			50	50
Consecutive trading days \| consecutiveTradingDay			60	60
Pending Litigation \| Schara Litigation
Loss Contingencies [Line Items]
Legal fees						$ 5,000
Vellar
Loss Contingencies [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
Vellar \| Pending Litigation
Loss Contingencies [Line Items]
Estimate of possible loss									$ 4,164

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lease Commitments In May 2025, the Company amended the operating lease for its corporate headquarters in Skokie IL., the terms of which terminated certain floors of the leased space and was treated as a lease modification as of the effective date. The partial lease termination of the corporate headquarters leased space resulted in a reduction in the Company’s future minimum fixed lease obligations as of the lease modification date. As a result of the partial lease termination, the Company remeasured its operating lease liabilities and recorded a decrease of $13,085 to reflect the reduced lease payments. The Company also recorded a decrease to right-of-use assets of $13,025 based on the proportionate decrease in the right-of-use asset, which resulted in a gain of $60 recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2025. The lease liability was remeasured using a revised incremental borrowing rate (“IBR”) of 8.0% as of the amendment date in determining the present value of lease payments. The Company estimated the IBR based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company. Under the terms of the lease agreement for the Company’s headquarters, the Company was required to deliver the security deposit in the form of a letter of credit to the landlord no later than June 30, 2025. Until such delivery, the obligation represents a commitment under the lease agreement. The letter of credit will not be drawn upon unless the Company fails to perform under the lease terms. Litigation The Company is, and may from time to time be, involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2025 and December 31, 2024, the Company did not have any reasonably possible or probable losses from such claims. Schara litigation In May 2024, a putative class action complaint (the “Complaint”) was filed in the Delaware Court of Chancery against LanzaTech f/k/a/ AMCI, AMCI Sponsor II LLC (“AMCI Sponsor”) and the individual directors of AMCI (the “Director Defendants”) for purported damages arising from the Business Combination. The Company was subsequently voluntarily dismissed from the case in July 2024, before it was required to respond to the Complaint. The Complaint asserts claims for (i) breach of fiduciary duty against the Director Defendants; and (ii) unjust enrichment against AMCI Sponsor and the Director Defendants. The parties have not yet engaged in any discovery in connection with the litigation and the Director Defendants have not yet been required to respond to the Complaint. The Company and the Director Defendants believe the allegations and claims made in the Complaint are without merit. As the surviving entity following the merger at issue, the Company has certain indemnification obligations to the Director Defendants in connection with the defense of the litigation. The Company has notified the relevant D&O insurance carriers of the litigation and while the Director Defendants are covered for such costs by directors’ and officers’ insurance, such coverage is subject to a retention of $5,000. FPA litigation 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 (the “VWAP Trigger Event”). On July 22, 2024, Vellar (one of the Purchasers) notified the Company of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,990,000 shares at such date, prior to the Reverse Stock Split) 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, prior to Reverse Stock Split) and (ii) Share Consideration of $2,539, payable in cash, in each case, 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 alleged were 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 was noticed to the Company as part of an early termination, which Vellar had not done. LanzaTech believes that Vellar’s notice regarding the VWAP Trigger Event 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. LanzaTech filed an amended complaint on September 30, 2024. Vellar moved to dismiss. On August 12, 2025, the Court denied in part and granted in part Vellar’s motion to dismiss. The Company intends to vigorously pursue its claim against Vellar. On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking $4,164 plus interest. 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. Vellar filed a motion for advancement of fees on November 20, 2024, which was fully briefed on December 20, 2024. On August 12, 2025, the Court denied the motion. On April 11, 2025, Vellar filed a motion to amend the complaint and a motion to consolidate the two related actions between LanzaTech and Vellar. Both motions were granted. Vellar filed the amended complaint on April 23, 2025 adding a claim for breach of the FPA Warrants, to which LanzaTech and Vellar are parties and seeking damages, including liquidated damages under the FPA Warrants. LanzaTech filed an answer to the amended complaint on May 14, 2025. The Company intends to vigorously defend itself against the claims. Convertible Note Litigation On May 16, 2025, Carbon Direct Capital, the former holder of the Convertible Note, commenced a lawsuit against the Company in the Supreme Court of the State of New York (“Supreme Court”). The complaint filed in the action contends that the mandatory conversion of the Convertible Note formerly held by Carbon Direct Capital in connection with the Series A Preferred Stock Issuance, is invalid under the terms of the Convertible Note, and even if a mandatory conversion had occurred, Carbon Direct Capital would be entitled to consideration in the form of Series A Preferred Stock and PIPE Warrant rather than the shares of common stock that the Company issued to Carbon Direct Capital in the mandatory conversion. Simultaneously with filing the complaint, Carbon Direct Capital moved via order to show cause for a temporary restraining order and preliminary injunction voiding the mandatory conversion under the Convertible Note and sought expedited discovery. On May 21, 2025, the Supreme Court denied Carbon Direct Capital’s request for a temporary restraining order. On June 13, 2025, the Supreme Court denied Carbon Direct Capital’s motion for a preliminary injunction. On July 3, 2025, the Supreme Court granted the Company’s motion to dismiss Carbon Direct Capital’s complaint in full, finding that plaintiff had failed to state a claim for breach of contract or breach of the implied covenant of good faith and fair dealing. On August 1, 2025, Carbon Direct Capital filed a notice of appeal to the Appellate Division, First Department of the Supreme Court’s decision dismissing the complaint. The Company disputes the allegations in the complaint and intends to defend itself against the claims asserted therein. On June 30, 2025, Carbon Direct Capital commenced a separate lawsuit in the Delaware Court of Chancery. The complaint filed in the action contended that the proxy statement for the July 28, 2025 annual meeting of stockholders contained material misstatements or omissions. Carbon Direct Capital moved for expedited proceedings and requested a schedule on a motion for preliminary injunction. On July 11, 2025, the Court of Chancery denied Carbon Direct Capital’s motion to expedite. On July 28, 2025, the Company moved to dismiss the complaint. On August 5, 2025, Carbon Direct Capital filed a notice of voluntary dismissal of the action. As of November 19, 2025, the Company did not have sufficient information to predict the outcome of the lawsuits.

Preferred Stock and PIPE Warrant	9 Months Ended
Preferred Stock and PIPE Warrant	Sep. 30, 2025
Equity [Abstract]
Preferred Stock and PIPE Warrant	Preferred Stock and PIPE Warrant Series A Preferred Stock - Mezzanine Equity On the PIPE Closing Date, the Company and the PIPE Purchaser entered into the PIPE Purchase Agreement pursuant to which the Company agreed to issue and sell 20,000,000 shares of Series A Preferred Stock to the PIPE Purchaser for $2.00 per share for an aggregate purchase price of $40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. Preferential cumulative dividends accrue on each share of Series A Preferred Stock on a daily basis in arrears at 8.0% per annum and once accrued shall not be declared or paid but shall be added to the liquidation value of such share of Series A Preferred Stock. Subject to applicable law, upon the occurrence of a change of control, certain bankruptcy related events, a sale of all or substantially all assets of the Company or a material subsidiary thereof or a material breach by the Company of the terms of the Series A Preferred Stock, the Company is required to make an irrevocable and unconditional offer to holders of the Series A Preferred Stock to redeem all of the then-outstanding shares of Series A Preferred Stock (a “Mandatory Redemption”). The redemption price for each share of Series A Preferred Stock redeemed in a Mandatory Redemption is equal to an amount per share of 1.5x its liquidation value plus any accumulated and unpaid dividends that have not been added to the liquidation value as of the relevant date of determination. Upon the occurrence of certain bankruptcy related events, all outstanding Series A Preferred Stock will be deemed automatically surrendered to the Company, redeemed and extinguished in exchange for a promissory note. If the Company is prohibited by law from redeeming all shares of Series A Preferred Stock upon a Mandatory Redemption, then the Company shall redeem the maximum aggregate number of shares of Series A Preferred Stock permitted by law, on a pari passu basis. Any shares of Series A Preferred Stock that are not redeemed pursuant to the immediately preceding sentence shall remain outstanding. The Company classifies the Series A Preferred Stock as mezzanine equity (temporary equity) outside of permanent equity on the consolidated balance sheets. This classification reflects provisions in the PIPE Purchase Agreement that could require redemption of the shares upon the occurrence of a liquidation or deemed liquidation event, such as a change of control, which is not solely within the Company’s control. PIPE Warrant Pursuant to the PIPE Purchase Agreement, the Company also agreed to provide the PIPE Purchaser the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued and exercisable if and only if certain conditions were satisfied prior to May 7, 2026, including obtaining a required stockholder vote and additional Financing meeting specified criteria. If issued, the PIPE Warrant would provide for the issuance of an aggregate of 7,800,000 shares of common stock at an exercise price equal to $0.0000001 per share (subject to adjustments in certain events) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the PIPE Purchaser’s consent, an Other Financing. If the Conditions to Exercise are satisfied, each PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026. Irrespective of the PIPE Warrant being a contingent instrument for which the conditions to issuance have not been satisfied, under applicable accounting guidance, the PIPE Warrant was required to be classified as a current liability at May 7, 2025 and to be remeasured at fair value at each balance sheet date, with changes in fair value recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss. As a result, the Company recorded a current liability of $24.9 million as of May 7, 2025 based on the closing stock price of the Company’s common stock of $0.24 at such date (prior to the Reverse Stock Split) and taking into account the probability that a Subsequent Financing would be consummated. Effective August 18, 2025, following the Authorized Share Increase and he Proportionate Authorized Share Decrease in connection with the Reverse Stock Split, the Company obtained sufficient authorized but unissued shares to be able to settle the PIPE Warrant in shares when it is due. As a result, and in accordance with ASC 815-40, the PIPE Warrant no longer met the criteria for liability classification. The PIPE Warrant was therefore remeasured to fair value immediately prior to reclassification, resulting in a fair value of approximately $16.2 million, and subsequently reclassified from a current liability to Additional Paid-in Capital within stockholders’ equity. Changes in the fair value of the PIPE Warrant were recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss. Following this reclassification, no further fair value adjustments will be recognized for the PIPE Warrant so long as the settlement conditions continue to permit equity classification. If the Company is unable to consummate a Financing, then the PIPE Warrant will not be issued and will have no accounting value. The Company also agreed to use its reasonable best efforts to consummate a Subsequent Financing. The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than October 15, 2025. In addition, with the Majority Holders’ consent and in lieu of the Subsequent Financing, the Company may consummate an Other Financing. The Company has not consummated a Subsequent Financing and can provide no assurance that it will secure an Other Financing in a timely manner, on favorable terms or at all.

The entire disclosure for equity.

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Net Income (Loss) Per Share - Narrative (Details) $ in Millions	3 Months Ended
	Sep. 30, 2025 USD ($)
Earnings Per Share [Abstract]
Income allocated to participating preferred stock	$ 0.2
Income allocated to participating preferred stock(1)	$ 2.6

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

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Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2025
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 16, 2025, the Company, LanzaJet, Inc. (“LanzaJet”), British Airways PLC (“British Airways”), Mitsui & Co., Ltd. (“Mitsui”), Shell Ventures LLC (“Shell”) and Suncor Energy Inc. (“Suncor”) (collectively, the “LanzaJet Investment Parties”) entered into a Second Amended and Restated Investment Agreement (the “Second A&R LanzaJet Investment Agreement”), which amends and restates the provisions of the LanzaJet Investment Agreement, a Second Amended and Restated Stockholders’ Agreement (the “Second A&R LanzaJet Stockholders’ Agreement”), which amends and restates the provisions of the LanzaJet Stockholders’ Agreement, and an amendment to the LanzaJet License Agreement (the “LanzaJet License Agreement Amendment” and, together with the Second A&R LanzaJet Investment Agreement and Second A&R LanzaJet Stockholders’ Agreement, the “LanzaJet Amendments”) to update the structure of the LanzaJet Agreements and to reflect other changes agreed to by the LanzaJet Investment Parties. Among other changes, the Second A&R LanzaJet Investment Agreement eliminates the SPE Investment Condition and provides that LanzaJet will issue to the Company (1) a second tranche of 15,000,000 LanzaJet shares on a date promptly following the execution of the Second A&R LanzaJet Investment Agreement and (2) a third tranche of 15,000,000 LanzaJet shares no later than December 31, 2025, provided that, if the demonstration facility has not achieved a certain development milestone by each such date, LanzaJet will instead issue the applicable additional tranche of LanzaJet shares promptly following the achievement of such development milestone. Additionally, if LanzaJet undertakes a sale or initial public offering prior to the issuance of the second and third tranches of LanzaJet shares to the Company, and the Company does not hold at least fifty percent (50%) of LanzaJet’s outstanding common stock immediately prior to the completion of such sale or initial public offering, LanzaJet will issue LanzaJet shares to the Company for no additional payment such that the Company will hold at least fifty percent (50%) of LanzaJet’s outstanding common stock immediately prior to the completion of such sale or initial public offering. The Second A&R LanzaJet Investment Agreement also provides any LanzaJet Investment Party that has made a loan or other extension of credit to LanzaJet’s subsidiary, Freedom Pines Fuels LLC, the right, exercisable at any time and from time to time, to elect to convert all or any portion of the outstanding principal and accrued but unpaid interest of such loan into a number of LanzaJet shares equal to the amount of the loan (principal and, at the lender’s option, accrued interest) being converted, divided by a conversion price equal to the fair market value of a share of LanzaJet common stock as determined in good faith by a majority of disinterested directors of the board of directors of LanzaJet. The LanzaJet License Agreement Amendment removes restrictions on the licensing of LanzaJet technology to third party sublicensees prior to satisfaction of the SPE Investment Condition, makes conforming changes reflecting the Second A&R LanzaJet Investment Agreement and effects other agreed modifications. The LanzaJet License Agreement Amendment also eliminates the Company’s right to terminate the LanzaJet License Agreement if certain commercial facility development milestones have not been met by December 31, 2025. Additionally, the Company committed to using commercially reasonable efforts to promptly assign the Battelle License to LanzaJet. The Second A&R LanzaJet Stockholders’ Agreement makes conforming changes to reflect the Second A&R LanzaJet Investment Agreement and effects other changes agreed to by the LanzaJet Investment Parties.

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0
Effective tax rate	0.00%	0.00%	0.00%	0.00%
Statutory tax rate	21.00%	21.00%	21.00%	21.00%

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

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Summary of Significant Accounting Policies [Line Items]

Summary of Significant Accounting Policies - Basis of Presentation and Going Concern (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

May 07, 2025

May 06, 2025

Sep. 30, 2025

Jun. 30, 2025

Mar. 31, 2025

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Sep. 30, 2025

Sep. 30, 2024

Aug. 18, 2025

Aug. 17, 2025

Aug. 14, 2025

Dec. 31, 2024

Nov. 09, 2022

Cash and cash equivalents

$ 19,627

$ 43,499

Accumulated deficit

(1,018,470)

$ (969,603)

Cash used in operating activities

(58,692)

$ (69,384)

Net loss

$ 2,861

$ (32,499)

$ (19,229)

$ (57,431)

$ (27,799)

$ (25,508)

$ (48,867)

$ (110,738)

Number of securities called by each warrant (in shares)

$ 0.0000001

^[1]

$ 0.0000001

^[1]

$ 0.0000001

$ 0.0001

7,800,000

Class of warrant or right, exercise price of warrants or rights (usd per share)

$ 0.0000001

$ 11.50

$ 0.01

Sale of stock price (usd per share)

0.0005

Convertible Note

Summary of Significant Accounting Policies [Line Items]

Summary of Significant Accounting Policies [Line Items]

0.0000001

Purchase Agreement

Purchase Agreement | Convertible Notes due 2029 | Convertible Note

$ 0.0000001

Summary of Significant Accounting Policies [Line Items]

Debt converted amount

$ 40,200

Series A Convertible Senior Preferred Stock | Purchase Agreement

Summary of Significant Accounting Policies [Line Items]

Shares issued in transaction (in shares)

20,000,000

Preferred stock, par value (usd per share)

$ 0.0001

Purchase price

$ 40,000

Sale of stock price (usd per share)

$ 2.00

Common Stock | Purchase Agreement | Minimum

Summary of Significant Accounting Policies [Line Items]

Proceeds from issuance of common stock

$ 35,000

Common Stock | Purchase Agreement | Maximum

Summary of Significant Accounting Policies [Line Items]

Proceeds from issuance of common stock

$ 60,000

Common Stock | Purchase Agreement | Convertible Notes due 2029 | Convertible Note

Summary of Significant Accounting Policies [Line Items]

Debt converted shares issued (in shares)

340,543

34,054,337

[1]

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2025
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 were no deferred income taxes recognized for the three and nine months ended September 30, 2025 and 2024. The Company recorded no income tax expense for the three and nine months ended September 30, 2025 and 2024, representing an effective tax rate of 0%. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the three and nine months ended September 30, 2025 and 2024 was 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 2018 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. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is in the process of evaluating the impacts of OBBBA and the results of which will be recognized in the financial statements during the period of enactment.

The entire disclosure for income tax.

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Related Party Transactions - Narrative (Details)	1 Months Ended	3 Months Ended		9 Months Ended
Related Party Transactions - Narrative (Details)	Dec. 31, 2023 USD ($)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Aug. 18, 2025 $ / shares	May 07, 2025 $ / shares	Dec. 31, 2024 USD ($)	Nov. 09, 2022 USD ($) $ / shares shares	Apr. 21, 2021 board_member
Related Party Transaction [Line Items]
Notes receivable, commitment to purchase									$ 5,500,000
Sale of private placement warrants (in shares) \| shares									316,250
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares						$ 11.50	$ 0.0000001		$ 0.01
Accounts receivable, net				$ (713,000)	$ 2,902,000
Equity method investments		$ 0		0				$ 4,363,000
Revenues		9,279,000	$ 9,943,000	27,846,000	37,562,000
Number of Board Directors \| board_member										8
British Airways
Related Party Transaction [Line Items]
Number of board designees \| board_member										1
Mitsui
Related Party Transaction [Line Items]
Number of board designees \| board_member										1
Suncor
Related Party Transaction [Line Items]
Number of board designees \| board_member										1
Shell
Related Party Transaction [Line Items]
Number of board designees \| board_member										1
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) \| 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%
LanzaTech
Related Party Transaction [Line Items]
Number of board designees \| board_member										2
LanzaTech \| Chief Executive Officer
Related Party Transaction [Line Items]
Number of board designees \| board_member										1
LanzaTech \| Independent Director
Related Party Transaction [Line Items]
Number of board designees \| board_member										1
Related Party Investment Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Cost incurred	$ 2,000,000
Deferred profit recognized		58,000		173,000
Transactions with Equity Method Investees \| Equity Method Investee
Related Party Transaction [Line Items]
Accounts receivable, net				0
Equity method investments		0		0
Related Party Supply Agreement \| Equity Method Investee
Related Party Transaction [Line Items]
Cost incurred		166,000	328,000	596,000	783,000
Revenues		$ 0	$ 0	$ 0	$ 0

Revenues - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Disaggregation of Revenue [Line Items]
Billed accounts receivable, net of allowance	$ 8,700	$ 9,456
Remaining performance obligation, amount	23,571
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation, amount	$ 13,888
Remaining performance obligation, expected timing of satisfaction	12 months

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.

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Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2025
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

Brookfield Instruments (Details) - USD ($)				9 Months Ended
Brookfield Instruments (Details) - USD ($)	Feb. 20, 2025	Feb. 14, 2025	Oct. 02, 2022	Sep. 30, 2025	Sep. 30, 2024	Jul. 10, 2025	May 07, 2025	Dec. 31, 2024
Derivative [Line Items]
Brookfield SAFE liability			$ 50,000,000
Forward contract indexed to equity, settlement, share, fair value percent		8.00%
Required equity funding for qualifying projects		$ 50,000,000	50,000,000
Required equity funding for qualifying projects, remaining amount reduction			$ 5,000,000
Stock price (usd per share)			$ 10.00	$ 11.50			$ 0.24
Loss on Brookfield SAFE extinguishment		(6,216,000)		$ (6,216,000)	$ 0
Required equity funding			$ 500,000
Repayment of debt				12,500,000	$ 0
Brookfield Loan
Derivative [Line Items]
Repayment of debt	$ 12,500,000
Brookfield Loan \| Compounded annually, through and including October 3, 2027
Derivative [Line Items]
Interest rate						8.00%
Brookfield Loan \| Payable quarterly in cash, from October 4, 2027 through and including December 3, 2028
Derivative [Line Items]
Interest rate						8.00%
Brookfield Loan \| Payable quarterly in cash, from December 4, 2028 through and including December 3, 2029
Derivative [Line Items]
Interest rate						12.00%
Brookfield SAFE
Derivative [Line Items]
Brookfield SAFE liability		50,000,000
Shares issued in transaction (in shares)			5,000,000
Remaining amount will be deemed to be repaid		$ 5,000,000
Fair value of debt								$ 13,223,000
Brookfield SAFE \| Compounded annually from October 2, 2022 to and including February 14, 2025
Derivative [Line Items]
Interest rate		8.00%
Brookfield Loan
Derivative [Line Items]
Fair value of debt				$ 13,300,000
Brookfield Loan \| Loan Agreement
Derivative [Line Items]
Brookfield SAFE liability		$ 60,031,000

Revenues - Schedule of Disaggregation by Customer Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Disaggregation of Revenue [Line Items]
Total revenues	$ 9,279	$ 9,943	$ 27,846	$ 37,562
North America
Disaggregation of Revenue [Line Items]
Total revenues	2,884	2,709	8,498	18,298
Europe, Middle East, Africa (EMEA)
Disaggregation of Revenue [Line Items]
Total revenues	2,973	4,142	7,437	13,736
Asia
Disaggregation of Revenue [Line Items]
Total revenues	3,422	2,664	11,911	4,696
Australia
Disaggregation of Revenue [Line Items]
Total revenues	$ 0	$ 428	$ 0	$ 832

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.

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).

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Revenue from Contract with Customer [Abstract]

Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2025 $ / shares	Sep. 30, 2025 share_type	Sep. 30, 2025 installment	Sep. 30, 2025 tranche	Sep. 30, 2025 day	May 07, 2025 $ / shares	Oct. 02, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price (usd per share) \| $ / shares					$ 11.50					$ 0.24	$ 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
Vesting installments							3	3
Time-based RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 501	$ 1,525	$ 2,590	$ 3,866
Unrecognized compensation costs	2,874		$ 2,874
Unrecognized cost, recognition period			1 year 2 months 4 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
Compensation expense	156	437	$ 545	1,551
Unrecognized compensation costs	232		$ 232
Unrecognized cost, recognition period			5 months 19 days
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	736	$ 1,694	$ 2,737	$ 4,536
Unrecognized compensation costs	$ 3,022		$ 3,022
Unrecognized cost, recognition period			1 year 2 months 4 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
Phantom RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting installments \| installment							3
Stock Appreciation Rights (SARs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting installments \| installment							3
Expiration period			10 years

Preferred Stock and PIPE Warrant (Details) $ / shares in Units, $ in Thousands			9 Months Ended
	Aug. 18, 2025 USD ($) $ / shares	May 07, 2025 USD ($) $ / shares shares	Sep. 30, 2025 USD ($) $ / shares	Sep. 30, 2024 USD ($)	Dec. 31, 2024 USD ($)	Nov. 09, 2022 $ / shares	Oct. 02, 2022 $ / shares
Class of Stock [Line Items]
Sale of stock price (usd per share) \| $ / shares		$ 0.0005
Liquidation redemption ratio		1.5
Number of securities called by each warrant (in shares) \| shares		7,800,000
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares	$ 11.50	$ 0.0000001				$ 0.01
Warrants	$ 1,150		$ 43		$ 3,531
Stock price (usd per share) \| $ / shares		$ 0.24	$ 11.50				$ 10.00
Loss on change in fair market value of PIPE Warrants liability			$ (8,800)	$ 0
PIPE Warrant
Class of Stock [Line Items]
Warrants		$ 24,900
Loss on change in fair market value of PIPE Warrants liability	$ 16,200
Series A Convertible Senior Preferred Stock \| Purchase Agreement
Class of Stock [Line Items]
Shares issued in transaction (in shares) \| shares		20,000,000
Sale of stock price (usd per share) \| $ / shares		$ 2.00
Purchase price		$ 40,000
Percentage of preferential cumulative dividends per annum		8.00%

Subsequent Events (Details)	Aug. 15, 2025	Oct. 16, 2025 shares	Jun. 18, 2024 shares	May 13, 2020 shares
Subsequent Event [Line Items]
Conversion ratio	0.01
LanzaJet
Subsequent Event [Line Items]
Contingent right to receive additional interest (in shares)			15,000,000	45,000,000
LanzaJet \| Investment Shares Tranche One \| Subsequent Event
Subsequent Event [Line Items]
Contingent right to receive additional interest (in shares)		15,000,000
Common stock ownership percentage prior to IPO		50.00%
LanzaJet \| Investment Shares Tranche Two \| Subsequent Event
Subsequent Event [Line Items]
Contingent right to receive additional interest (in shares)		15,000,000
Common stock ownership percentage prior to IPO		50.00%

Brookfield Instruments	9 Months Ended
Brookfield Instruments	Sep. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Brookfield Instruments	Brookfield Instruments On October 2, 2022, the Company entered into the Brookfield SAFE under which 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 was legal form debt, however it could be converted into a maximum number of shares of 5,000,000. Management elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments. As the Brookfield SAFE was accounted for under the FVO, the Brookfield SAFE was classified as a mark-to-market liability. On the fifth anniversary of the Brookfield SAFE, LanzaTech was 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 of 8.0%, 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 would be reduced by $5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into LanzaTech Shares at $10.00 per share. Interest on the corresponding amount would be forgiven. Each project presented must have met certain criteria in order to be considered a qualifying project. On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into the Brookfield Loan (as defined below). As of that date, the Brookfield SAFE had not converted as a qualifying financing had not occurred and no qualified project investments had been presented to Brookfield. The Framework Agreement, as described below, remains in full effect. Management considered the terms of the Brookfield SAFE and the Brookfield Loan to be substantially different per ASC 470-50 – Debt: Modifications and Extinguishments. As such, the exchange of instruments was accounted for as the extinguishment of the Brookfield SAFE and the recognition of a new debt instrument, “the Brookfield Loan”. As of February 14, 2025, the Company recognized a loss of $6,216 on extinguishment of the Brookfield SAFE in other expenses/income on the consolidated statements of operations and comprehensive loss. Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (as amended by Amendment No. 1 to the Brookfield Framework Agreement, dated July 10, 2025, the “Brookfield Framework Agreement”) for an initial term ending December 3, 2028. 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 had been no investments in projects as of September 30, 2025 or 2024. Brookfield Loan On February 14, 2025, LanzaTech and Brookfield entered into a Loan Agreement (the “Original Brookfield Loan Agreement”), and concurrently terminated the Brookfield SAFE. Under the Original Brookfield Loan Agreement and effective as of the termination of the Brookfield SAFE, Brookfield was deemed to have loaned to LanzaTech, and LanzaTech was deemed to have borrowed from Brookfield $60,031 (the “Brookfield Loan”), representing the $50,000 initial amount under the Brookfield SAFE plus accrued interest at a rate of 8.00% per annum, compounded annually from October 2, 2022 to and including February 14, 2025. The initial principal payment of $12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid. For each $50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $5,000 of the remaining outstanding principal amount (the “Remaining Amount”) would be deemed to be repaid. On July 10, 2025, the Company and Brookfield entered into Amendment No. 1 to the Brookfield Loan (the “Amended Brookfield Loan Agreement”). Under the Amended Brookfield Loan Agreement, (i) the maturity date of the Brookfield Loan is extended from October 3, 2027 to December 3, 2029 (the period from October 4, 2027 to December 3, 2029, the “extension period”), (ii) interest will accrue on a daily basis on the Remaining Amount at (a) 8.00% per annum, compounded annually, through and including October 3, 2027, (b) 8.00% per annum, payable quarterly in cash, from October 4, 2027 through and including December 3, 2028 and (c) 12.00% per annum, payable quarterly in cash, from December 4, 2028 through and including December 3, 2029 and (iii) during the extension period, the deemed repayment provisions set forth in the Original Brookfield Loan Agreement associated with equity funding required for qualifying projects will not apply to eligible projects under the Amended Brookfield Framework Agreement with respect to which Brookfield has (or is deemed to have) delivered a rejection notice. The Remaining Amount, plus accrued interest will be repayable in cash upon the earlier of (i) December 3, 2029, (ii) the occurrence of certain change of control events or (iii) a breach of the Amended Brookfield Loan Agreement. The Brookfield Loan is legal form debt and management has elected to apply the FVO with the Brookfield Loan classified as a mark-to-market liability. As of September 30, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid. As of September 30, 2025, the fair value of the Brookfield Loan was $13,300 and was recorded within the Brookfield Loan liability on the consolidated balance sheets. Refer to Note 11 - Fair Value Measurement for further details on the Brookfield SAFE and the Brookfield Loan’s fair value measurement and liabilities recorded as of September 30, 2025 and associated changes to their respective fair value for the nine months ended September 30, 2025.

Revenues (Tables)

9 Months Ended

Sep. 30, 2025

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,
	2025		2024		2025		2024
Contract Types:
Licensing	$	1,051	$	1,088	$	3,152	$	10,209
Engineering and other services	4,035		4,861		7,730		14,439
Biorefining revenue	$	5,086	$	5,949	$	10,882	$	24,648

Joint development agreements	62		917		2,425		5,122
Contract research	1,159		868		3,545		3,782
Joint development and contract research revenue	$	1,221	$	1,785	$	5,970	$	8,904

CarbonSmart product	2,972		2,209		10,994		4,010

Total Revenue	$	9,279	$	9,943	$	27,846	$	37,562

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,
	2025		2024		2025		2024
Revenue from partners in collaborative agreements included in the Joint development agreements above	$	62	$	917	$	2,425	$	4,469
Revenue from grant contributions included in Engineering and other services above	1,509		1,915		1,559		6,068

The following table presents disaggregation of the Company’s revenues by customer location for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
North America	$	2,884	$	2,709	$	8,498	$	18,298
Europe, Middle East, Africa (EMEA)	2,973		4,142		7,437		13,736
Asia	3,422		2,664		11,911		4,696
Australia	—		428		—		832
Total Revenue	$	9,279	$	9,943	$	27,846	$	37,562

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, 2024	$	18,975	$	6,168	$	5,233
Additions to unbilled accounts receivable	13,335		—		—
Increases due to consideration received	—		3,181		—
Unbilled accounts receivable recognized in trade receivables	(23,205)		—		—
Increase on revaluation on currency	237		2		670
Reclassification from long-term to short-term	—		2		(2)
Reclassification to revenue because of performance obligations satisfied	—		(7,311)		—

Balance as of September 30, 2025	$	9,342	$	2,042	$	5,901

Investments - Schedule of Held to Maturity Securities (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	$ 12,374
Gross Unrealized Gains	3
Gross Unrealized Losses	(6)
Estimated Fair Value	12,371
Accrued Interest	83
Corporate debt securities
Schedule of Held-to-Maturity Securities [Line Items]
Amortized Cost	12,374
Gross Unrealized Gains	3
Gross Unrealized Losses	(6)
Estimated Fair Value	12,371
Accrued Interest	$ 83

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.

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Statement of Financial Position [Abstract]

Investments - Schedule of Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Schedule of Equity Method Investments [Line Items]
Revenues	$ 9,279			$ 9,943			$ 27,846	$ 37,562
Net loss	2,861	$ (32,499)	$ (19,229)	$ (57,431)	$ (27,799)	$ (25,508)	(48,867)	(110,738)
Net loss attributable to the Company							(24,157)	(8,124)
Current assets	50,629						50,629		$ 99,334
Current liabilities	24,836						24,836		30,447
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments [Line Items]
Revenues							7,327	12,935
Gross profit							2,989	5,445
Net loss							(66,499)	$ (25,536)
Current assets	14,932						14,932		79,060
Non-current assets	272,616						272,616		271,019
Current liabilities	23,677						23,677		29,069
Non-current liabilities	$ 311,342						$ 311,342		$ 303,352

Other Income (Expense), Net /Fair Value Change Impact on Net Income	9 Months Ended
	Sep. 30, 2025
Other Income and Expenses [Abstract]
Other Income (Expense), Net /Fair Value Change Impact on Net Income	Other Income (Expense), Net /Fair Value Change Impact on Net Income Fair Value Remeasurement impact on Net Income For the three months ended September 30, 2025, the Company recognized net income, compared to a net loss in prior periods. This variance was driven primarily by a non-cash gain recorded within Other income (expense), net related to the fair value remeasurement of certain liability-classified financial instruments. The Company is required to remeasure at fair value, each reporting period, certain financial instruments that are classified as liabilities, including the PIPE Warrant liability, the Brookfield Loan, the Brookfield SAFE liability, and other convertible instruments. Changes in the fair value of these instruments are recorded in Other income (expense), net and may result in significant non-cash gains or losses in any given period due to changes in the Company’s stock price, volatility assumptions, interest rates, or other valuation inputs. During the current quarter, the fair value of these instruments decreased substantially, resulting in a non-cash gain that exceeded the Company’s operating loss for the period. As a result, the Company reported net income, even though there was no corresponding improvement in operating performance, cash flows, or underlying profitability. The non-cash fair value adjustment does not reflect changes in the Company’s operating results and is not indicative of the Company’s ongoing operating performance. Management expects that these fair value adjustments may continue to result in meaningful volatility in net income (loss) in future periods until the related instruments are settled, extinguished, or reclassified to equity.

Summary of Significant Accounting Policies - Forward Purchase Agreement (Details)	May 07, 2025 USD ($) $ / shares shares	Jul. 01, 2024 tradingDay consecutiveTradingDay $ / shares	Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares	Feb. 03, 2023 USD ($) tradingDay consecutiveTradingDay financial_instrument $ / shares shares	Oct. 04, 2024 USD ($)	Jul. 22, 2024 shares	Jun. 30, 2024 USD ($) $ / shares shares
Derivative [Line Items]
Sale of stock price (usd per share)	$ 0.0005
Trigger share price (usd per share)			$ 3.00	$ 3.00
Trading days \| tradingDay			50	50
Consecutive trading days \| consecutiveTradingDay			60	60
Purchase Agreement \| Series A Convertible Senior Preferred Stock
Derivative [Line Items]
Shares issued in transaction (in shares) \| shares	20,000,000
Sale of stock price (usd per share)	$ 2.00
Purchase price \| $	$ 40,000,000
Forward Contracts
Derivative [Line Items]
Shares issued in transaction (in shares) \| shares				5,916,514
Sale of stock price (usd per share)				$ 10.16
Purchase price \| $				$ 60,096,000
Derivative term				3 years
Trigger share price (usd per share)		$ 3.00
Trading days \| tradingDay		50,000
Consecutive trading days \| consecutiveTradingDay		60,000
Shares to issue (in shares) \| shares						2,999,000
Number of freestanding financial instruments \| financial_instrument				3
Forward purchase agreement prepayment \| $				$ 60,547,000
Forward Contracts \| Maturity Consideration
Derivative [Line Items]
Trading days \| tradingDay				30
Shares to issue (in shares) \| shares				7,500,000			7,500,000
Maturity consideration (usd per share)				$ 2.00			$ 2.00
Maturity consideration (in shares) \| shares				500,000
Maturity consideration, amount \| $				$ 5,079,000	$ 7,500,000		$ 15,000
Forward Contracts \| Fixed Maturity Consideration
Derivative [Line Items]
Shares to issue (in shares) \| shares				7,500,000			7,500,000
Maturity consideration (usd per share)				$ 2.00			$ 2.00
Maturity consideration, amount \| $				$ 3,167,000			$ 3,167,000

Fair Value Measurement - Narrative (Details)										3 Months Ended		9 Months Ended
Fair Value Measurement - Narrative (Details)	Sep. 30, 2025 USD ($) $ / shares shares	Aug. 18, 2025 USD ($) $ / shares shares	May 07, 2025 USD ($) $ / shares shares	May 06, 2025 shares	Feb. 20, 2025 USD ($)	Feb. 14, 2025 USD ($) $ / shares	Jul. 01, 2024 tradingDay consecutiveTradingDay $ / shares	Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares	Feb. 03, 2023 USD ($) tradingDay consecutiveTradingDay $ / shares shares	Sep. 30, 2025 USD ($) $ / shares shares	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) $ / shares shares	Sep. 30, 2024 USD ($)	Jul. 10, 2025	Dec. 31, 2024 USD ($)	Oct. 04, 2024 USD ($)	Jul. 22, 2024 shares	Jun. 30, 2024 USD ($) $ / shares shares	Nov. 09, 2022 $ / shares	Oct. 02, 2022 $ / shares
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
Forward contract indexed to equity, settlement, share, fair value percent						8.00%
Brookfield SAFE liability	$ 0					$ 13,274,000				$ 0		$ 0			$ 13,223,000
Repayment of debt												12,500,000	$ 0
Number of securities called by each warrant (in shares) \| shares			7,800,000
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares		$ 11.50	$ 0.0000001																$ 0.01
Warrants	$ 43,000	$ 1,150,000								$ 43,000		$ 43,000			3,531,000
Stock price (usd per share) \| $ / shares	$ 11.50		$ 0.24							$ 11.50		$ 11.50								$ 10.00
Gain on change in fair value of PIPE Warrant liability												$ (8,800,000)	0
Warrants outstanding (in shares) \| shares		100
PIPE Warrant
Class of Warrant or Right [Line Items]
Warrants			$ 24,900,000
Gain on change in fair value of PIPE Warrant liability		$ 16,200,000
Public Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant (in shares) \| shares	1									1		1
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares	$ 11.50									$ 11.50		$ 11.50
Warrants	$ 2,000									$ 2,000		$ 2,000			2,099,000
Warrants outstanding (in shares) \| shares	7,808,119									7,808,119		7,808,119
Public Warrants \| Other Expense
Class of Warrant or Right [Line Items]
Gain on change in fair value of PIPE Warrant liability										$ (205,000)	$ (301,000)	$ (2,098,000)	2,574,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant (in shares) \| shares	1									1		1
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares	$ 11.50									$ 11.50		$ 11.50
Warrants	$ 41,000									$ 41,000		$ 41,000			$ 1,432,000
Warrants outstanding (in shares) \| shares	4,466,081									4,466,081		4,466,081
Private Placement Warrants \| Other Expense
Class of Warrant or Right [Line Items]
Gain on change in fair value of PIPE Warrant liability										$ (48,000)	$ (286,000)	$ 1,391,000	$ 2,435,000
Brookfield SAFE
Class of Warrant or Right [Line Items]
Debt conversion, converted instrument rate, percentage						75.00%
Strike price (usd per share) \| $ / shares						$ 14.69
Strike price increased (usd per share) \| $ / shares						$ 10.00
Term						5 years
Stock price (usd per share) \| $ / shares						$ 0.75
Brookfield Loan
Class of Warrant or Right [Line Items]
Repayment ratio	50.00%					75.00%
Convertible Notes due 2029 \| Convertible Note \| Common Stock \| Purchase Agreement
Class of Warrant or Right [Line Items]
Debt converted shares issued (in shares) \| shares			340,543	34,054,337
Brookfield Loan
Class of Warrant or Right [Line Items]
Repayment of debt					$ 12,500,000
Brookfield Loan \| Compounded annually, through and including October 3, 2027
Class of Warrant or Right [Line Items]
Interest rate														8.00%
Brookfield Loan \| Payable quarterly in cash, from October 4, 2027 through and including December 3, 2028
Class of Warrant or Right [Line Items]
Interest rate														8.00%
Brookfield Loan \| Payable quarterly in cash, from December 4, 2028 through and including December 3, 2029
Class of Warrant or Right [Line Items]
Interest rate														12.00%
Forward Contracts
Class of Warrant or Right [Line Items]
Trigger share price (usd per share) \| $ / shares							$ 3.00
Trading days \| tradingDay							50,000
Consecutive trading days \| consecutiveTradingDay							60,000
Shares to issue (in shares) \| shares																	2,999,000
Maturity Consideration \| Forward Contracts
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									$ 5,079,000							$ 7,500,000		$ 15,000
Fixed Maturity Consideration \| Forward Contracts
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									$ 3,167,000									$ 3,167,000

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Related Party Transaction [Line Items]
Contract assets	$ 9,342		$ 9,342		$ 18,975
Total revenues	9,279	$ 9,943	27,846	$ 37,562
Licensing
Related Party Transaction [Line Items]
Total revenues	1,051	1,088	3,152	10,209
Engineering and other services
Related Party Transaction [Line Items]
Total revenues	4,035	4,861	7,730	14,439
Equity Method Investee \| Transactions with Equity Method Investees
Related Party Transaction [Line Items]
Accounts receivable	2,194		2,194		2,452
Contract assets	0		0		399
Notes receivable	0		0		5,789
Accounts payable	0		0		$ 234
Related Party \| Licensing
Related Party Transaction [Line Items]
Total revenues	1,051	1,088	3,152	10,209
Related Party \| Engineering and other services
Related Party Transaction [Line Items]
Total revenues	$ 147	$ 530	$ 405	$ 1,190

Reportable Segment - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024
Segment Reporting Information [Line Items]
Consolidated Revenues	$ 9,279			$ 9,943			$ 27,846	$ 37,562
Less
Loss from operations	(15,657)			(32,957)			(78,951)	(81,913)
Loss from equity method investees, net	(152)			(5,535)			(10,019)	(7,935)
Net income (loss)	2,861	$ (32,499)	$ (19,229)	(57,431)	$ (27,799)	$ (25,508)	(48,867)	(110,738)
Reportable Segment
Segment Reporting Information [Line Items]
Consolidated Revenues	9,279			9,943			27,846	37,562
Less
Consolidated Cost of Sales	6,916			8,141			20,659	20,402
Salaries and benefits expenses	11,833			20,643			45,013	62,368
External service providers	2,473			8,699			25,323	19,554
Other Operating expenses (net of recharges)	3,714			5,417			15,802	17,151
Loss from operations	(15,657)			(32,957)			(78,951)	(81,913)
Other income (expense), net	18,670			(18,939)			40,103	(20,890)
Loss from equity method investees, net	(152)			(5,535)			(10,019)	(7,935)
Net income (loss)	$ 2,861			$ (57,431)			$ (48,867)	$ (110,738)

Description of the Business	9 Months Ended
Description of the Business	Sep. 30, 2025
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, 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 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 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”). 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. The Company is headquartered in Skokie, Illinois, USA. The Company is a nature-based carbon refining company that transforms waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives. The Company’s customers leverage its proven proprietary gas fermentation technology platform to convert certain feedstocks, 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 them under the brand name CarbonSmart. The Company has also been developing the capabilities to produce single cell protein as a primary product from its gas fermentation platform. As of September 30, 2025, the Company’s technology was operated by licensees at four commercial-scale ethanol plants in China, one plant in Belgium, one in the commissioning phase in India, with others currently in development in various countries. Unless otherwise indicated, amounts in these unaudited interim financial statements are presented in thousands, except for share and per share amounts.

Revenues - Schedule of Contract Balances (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2025 USD ($)
Current Contract Assets
Beginning balance	$ 18,975
Additions to unbilled accounts receivable	13,335
Unbilled accounts receivable recognized in trade receivables	(23,205)
Increase on revaluation on currency	237
Ending balance	9,342
Current Contract Liabilities
Beginning balance	6,168
Increases due to consideration received	3,181
Increase on revaluation on currency	2
Reclassification from long-term to short-term	2
Reclassification to revenue because of performance obligations satisfied	(7,311)
Ending balance	2,042
Non-current Contract Liabilities
Beginning balance	5,233
Increase on revaluation on currency	670
Reclassification from long-term to short-term	(2)
Ending balance	$ 5,901

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)

Sep. 30, 2025

$ / shares

Dec. 31, 2024

$ / shares

Redeemable convertible preferred stock, par value (usd per share) | $ / shares

^[1]

$ 0.0001

Redeemable convertible preferred stock, shares authorized (in shares)

^[1]

20,000,000

Redeemable convertible preferred stock, shares issued (in shares)

^[1]

20,000,000

Redeemable convertible preferred stock, shares outstanding (in shares)

^[1]

20,000,000

Common shares, par value (usd per share) | $ / shares

^[1]

$ 0.0000001

Common shares, shares authorized (in shares)

^[1]

25,800,000

Common shares, shares issued (in shares)

^[1]

2,319,960

1,949,157

Common shares, shares outstanding (in shares)

^[1]

2,319,960

1,949,157

[1]

Fair Value Measurement

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurement

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2025 and December 31, 2024 (in thousands). All share and per share amounts included below relating to transactions prior to the Reverse Stock Split are presented at pre-split amounts:


	September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	15,712	$	—	$	—	$	15,712
Total assets	$	15,712	$	—	$	—	$	15,712

Liabilities:

FPA Put Option liability	$	—	$	—	$	30,015	$	30,015
Fixed Maturity Consideration and current FPA Put Option liability	—		—		4,123		4,123

Brookfield Loan liability	—		—		13,300		13,300

Private Placement Warrants	—		—		41		41
Public Warrants	2		—		—		2
Total liabilities	$	2	$	—	$	47,479	$	47,481


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	30,136	$	—	$	—	$	30,136
Total assets	$	30,136	$	—	$	—	$	30,136

Liabilities:
Convertible Note	$	—	$	—	$	51,112	$	51,112
FPA Put Option liability	—		—		30,015		30,015
Fixed Maturity Consideration	—		—		4,123		4,123
Brookfield SAFE liability	—		—		13,223		13,223
Private Placement Warrants	—		—		1,432		1,432
Public Warrants	2,099		—		—		2,099
Total Liabilities	$	2,099	$	—	$	99,905	$	102,004

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 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. Thereafter, 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 the reporting date. 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 December 31, 2024 (there was no fair value update for the period ended September 30, 2025):


	December 31, 2024
Stock price	$	1.37
Term (in years)	0
Expected volatility	N/A
Risk-free interest rate	N/A
Expected dividend yield	—%

The Company filed suit under the FPA against Vellar in July 2024 and fully settled the FPA pursuant to its terms with ACM in October 2024 (see Note 9 - Forward Purchase Agreement and Note 16 - Commitments and Contingencies).

Convertible Note

The Company has elected to measure the Convertible Note using the fair value option under ASC 825. On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 340,543 shares of common stock (34,054,337 prior to the Reverse Stock Split) pursuant to the mandatory conversion provision of the Convertible Note.

The following table represents the inputs used in calculating the fair value of the Convertible Note as of May 7, 2025 and December 31, 2024:


	May 7, 2025		December 31, 2024
Stock price	$	0.24	$	1.37
Term (in years)	0		4.6
Expected volatility	—%		110.0%
Risk-free interest rate	—%		4.3%
Expected dividend yield	—%		—%

Brookfield SAFE

Until its extinguishment on February 14, 2025, the Brookfield SAFE was legal form debt that the Company had elected to measure using the FVO under ASC 825. As of February 14, 2025, no part of the Brookfield SAFE had converted to Company common shares as no qualifying projects had been presented to Brookfield yet. There were no cash flows associated with the Brookfield SAFE termination either.

As of February 14, 2025, the Company expected to present projects to Brookfield to result in the Brookfield SAFE liability being automatically converted into shares at 75%, with the remaining portion to be outstanding until maturity. For the conversion portion, 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 converted portion of the initial purchase amount, divided by the liquidity price, multiplied by the stock price.

For the maturity portion, the Brookfield SAFE is not automatically converted prior to maturity. At maturity, the holder could either convert or receive the remaining principal and interest in cash, similar in structure to a standard convertible note. Accordingly, the fair value of the maturity portion was estimated using the Black-Scholes option pricing model. The strike price would be the accrued balance of the Brookfield SAFE at maturity. On a per share basis the strike price would be $14.69 (i.e. $10.00 grown at 8.0% until maturity five (5) years from issuance). The “stock” price input would be the current value of the shares that Brookfield would receive at conversion. On a per share price basis, the stock

price input would be the Valuation Date stock price of $0.75. Based on the portion of the Brookfield SAFE expected to automatically convert and the portion of the Brookfield SAFE expected to remain outstanding until maturity, the estimated fair value of the Brookfield SAFE was $13,274 as of February 14, 2025 prior to its extinguishment.

Significant inputs for Level 3 Brookfield SAFE measurement at February 14, 2025 and December 31, 2024 are as follows:


	February 14, 2025		December 31, 2024
Initial purchase amount	$	50,000	$	50,000
Liquidity price	$	10.00	$	10.00
Stock price	$	0.75	$	1.37
Term (in years)	0.88		3.11
Expected volatility	60.0%		67.5%
Risk-free interest rate	4.3%		4.3%
Expected dividend yield	—%		—%

Brookfield Loan

The Brookfield Loan is legal form debt and management has elected to apply the FVO with the Brookfield Loan classified as a mark-to-market liability. As of February 14, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid. There were no cash flows associated with execution of the Brookfield Loan on February 14, 2025, however the initial principal payment of $12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid. The Brookfield Loan accrues interest at a rate of (a) 8.00% per annum, compounded annually through and including October 3, 2027, (b) 8.00% per annum, payable quarterly in cash, from October 4, 2027 through and including December 3, 2028 and (c) 12.00% per annum, payable quarterly in cash, from December 4, 2028 through and including December 3, 2029.

The fair value of the Brookfield Loan was determined using a scenario-weighted discounted cash flow model on the adjusted remaining portion of the Brookfield Loan which includes the February 21, 2025 repayment and the Company’s expectation to present projects to Brookfield to result in the Brookfield Loan liability being deemed as repaid at 75% and 50% as of February 14, 2025 and September 30, 2025. The remaining portion outstanding is adjusted for repayment at maturity.

Significant inputs for Level 3 Brookfield Loan measurement at September 30, 2025, July 10, 2025, and February 14, 2025 are as follows:


	September 30, 2025		July 10, 2025			February 14, 2025
Adjusted remaining amount	$	24,526	$	24,526		$	10,123
Term (in years)	3.1		3.3			1.46
Discount rate	40.0%		40.0		%	40.0%

PIPE Warrant

Pursuant to the PIPE Purchase Agreement, the Company also agreed to provide the PIPE Purchaser the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued if and only if certain conditions were satisfied prior to May 7, 2026, including obtaining a required stockholder vote and additional Financing meeting specified criteria. If issued, the PIPE Warrant would provide for the issuance of an aggregate of 7,800,000 shares of common stock at an exercise price equal to $0.0000001 per share (subject to adjustments in certain events) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the PIPE Purchaser’s consent, an Other Financing. If the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

Irrespective of the PIPE Warrant being a contingent instrument for which the conditions to issuance have not been satisfied, under applicable accounting guidance, the PIPE Warrant was required to be classified as a current liability at May 7, 2025 and to be remeasured at fair value at each balance sheet date, with changes in fair value recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss. As a result, the Company recorded a current liability of $24.9 million as of May 7, 2025 based on the closing stock price of the Company’s common stock of $0.24 at such date (prior to the Reverse Stock Split) and taking into account the probability that a Subsequent Financing would be consummated.

Effective August 18, 2025, following the Authorized Share Increase and the Proportionate Authorized Share Decrease in connection with the Reverse Stock Split, the Company obtained sufficient authorized but unissued shares to be able to settle the PIPE Warrant in shares when it is due. As a result, and in accordance with ASC 815-40, the PIPE Warrant no longer met the criteria for liability classification. The PIPE Warrant was therefore remeasured to fair value immediately prior to reclassification, resulting in a fair value of approximately $16.2 million, and subsequently reclassified from a current liability to Additional Paid-in Capital within stockholders’ equity. Changes in the fair value of the PIPE Warrant were recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss.

Following this reclassification, no further fair value adjustments will be recognized for the PIPE Warrant so long as the settlement conditions continue to permit equity classification.

If the Company is unable to consummate a Financing, then the PIPE Warrant will not be issued and will have no accounting value.

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”. In connection with the IPO, the Company has 7,808,119 Public Warrants and 4,466,081 Private Placement Warrants outstanding as of September 30, 2025.

For the Public Warrants, the Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value. Changes in fair value are recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss. The Company recognized decreases in the fair value of the liability of $205 and $301 for the three months ended September 30, 2025 and 2024, respectively, and $2,098 and $2,574 during the nine months ended September 30, 2025 and 2024, respectively.

The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. The Company recognized decreases in fair value of the liability of $48 and $286 for the three months ended September 30, 2025 and 2024, respectively, and $1,391 and $2,435 for the nine months ended September 30, 2025 and 2024, respectively.

Changes in fair value are recorded on the consolidated statements of operations and comprehensive loss within other income (expense), net.

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of September 30, 2025 and December 31, 2024. September 30, 2025 amounts reflect post-reverse Stock Split figures, whereas December 31, 2024 amounts reflect pre-Reverse Stock Split figures:


	September 30, 2025		December 31, 2024
Stock price	$	24.51	$	1.37
Exercise price	$	1,150.00	$	11.50
Term (in years)	2.36		3.11
Expected volatility	110.0%		97.5%
Risk-free interest rate	3.60%		4.28%
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		PIPE Warrant		FPA Put Option		Fixed Maturity Consideration		Brookfield SAFE		Brookfield Loan		Private Placement Warrants
Balance as of January 1, 2025	$	(51,112)	$	—	$	(30,015)	$	(4,123)	$	(13,223)	$	—	$	(1,432)
Extinguishment of the Brookfield SAFE	—		—		—		—		13,274		—		—
Issuance of PIPE Warrant	—		(24,950)		—		—		—		—		—
Issuance of the Brookfield Loan	—		—		—		—		—		(19,490)		—
Partial settlement of the Brookfield Loan	—		—		—		—		—		12,500		—
Extinguishment of the Amended Brookfield Loan	—		—		—		—		—		12,300		—
Issuance of the Amended Brookfield Loan	—		—		—		—		—		(12,300)		—
Reclassification of PIPE Warrant to equity	—		16,150		—		—		—		—		—
Conversion of Convertible Note to common stock	8,132		—		—		—		—		—		—
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	42,980		8,800		—		—		(51)		(6,310)		1,391
Balance as of September 30, 2025	$	—	$	—	$	(30,015)	$	(4,123)	$	—	$	(13,300)	$	(41)


	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 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)

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: 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 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: 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

Schedule of Cash and Cash Equivalents

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

The following represents a reconciliation of cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of September 30, 2025 and December 31, 2024.


	As of
	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	19,627	$	43,499
Restricted cash (presented within Other current assets)	3,875		2,238
Cash, cash equivalents and restricted cash	$	23,502	$	45,737

Schedule of Restricted Cash


	As of
	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	19,627	$	43,499
Restricted cash (presented within Other current assets)	3,875		2,238
Cash, cash equivalents and restricted cash	$	23,502	$	45,737

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, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Customer A	27	%	14	%	31	%	4	%
Customer B	13	%	16	%	13	%	30	%
Customer C	16	%	19	%	5	%	16	%

Description of the Business (Details)	Sep. 30, 2025 plant
China
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Commercial plants operated	4
Belgium
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Commercial plants operated	1
India
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Commercial plants under commission	1

Summary of Significant Accounting Policies - Convertible Note (Details) - Convertible Note - USD ($)	May 07, 2025	May 06, 2025	Aug. 06, 2024	Aug. 05, 2024
Debt face amount				$ 150,000,000
Proceeds from issuance of convertible debt, including legal fees			$ 40,150,000
Common Stock \| Convertible Notes due 2029 \| Purchase Agreement
Debt converted shares issued (in shares)	340,543	34,054,337

Share-Based Compensation - Schedule of Stock Option Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2025	Dec. 31, 2024
Shares subject to option (thousands)
Beginning balance (in shares)	187
Granted (in shares)	0
Exercised (in shares)	0
Cancelled/forfeited (in shares)	(11)
Expired (in shares)	(13)
Ending balance (in shares)	163
Vested and expected to vest (in shares)	163	187
Exercisable (in shares)	113	128
Weighted average exercise price
Beginning balance (usd per share)	$ 210.93
Granted (usd per share)
Exercised (usd per share)
Cancelled/forfeited (usd per share)	334.36
Expired (usd per share)	220.03
Ending balance (usd per share)	216.72
Vested and expecting to vest (usd per share)	216.72	$ 210.93
Exercisable (usd per share)	$ 195.04	$ 167.46
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, Weighted average remaining contractual term	4 years 5 months 8 days
Vested and expecting, Weighted average remaining contractual term	4 years 5 months 8 days
Exercisable, Weighted average remaining contractual term	3 years 9 months
Outstanding, Aggregate intrinsic value	$ 6,200
Vested and expecting to vest, Aggregate intrinsic value	6,200
Exercisable, Aggregate intrinsic value	$ 6,200

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2025

Sep. 30, 2024

Sep. 30, 2025

Sep. 30, 2024

Revenues:

Collaborative arrangements

$ 9,279

$ 9,943

$ 27,846

$ 37,562

Costs and operating expenses:

^[1]

479

822

2,034

Related party transactions

^[1]

207

363

Research and development expense

10,255

22,006

41,684

60,548

Depreciation expense

1,025

1,301

2,860

4,289

Selling, general and administrative expense

6,740

11,452

41,594

34,236

Total cost and operating expenses

24,936

42,900

106,797

119,475

Loss from operations

(15,657)

(32,957)

(78,951)

(81,913)

Other income (expense):

Interest income, net

311

791

941

2,452

Other income (expense), net

18,359

(19,730)

39,162

(23,342)

Total other income (expense), net

18,670

(18,939)

40,103

(20,890)

Loss from equity method investees, net

(152)

(5,535)

(10,019)

(7,935)

Changes in credit risk of fair value instruments

2,861

(57,431)

(48,867)

(110,738)

Other comprehensive loss:

1,091

Foreign currency translation adjustments

(162)

(48)

(916)

(198)

Comprehensive income (loss)

$ 2,699

$ (57,479)

$ (48,692)

$ (110,936)

Net income (loss) per common share - basic (in usd per share)

$ 1.14

$ (29.04)

$ (22.66)

$ (56.07)

Net income (loss) per common share - diluted (in usd per share)

^[2]

$ 0.99

$ (29.04)

$ (22.66)

$ (56.07)

Weighted-average number of common shares outstanding - basic (in shares)

^[2]

2,320,018

1,977,734

2,156,721

1,974,992

Weighted-average number of common shares outstanding - diluted (in shares)

^[2]

2,663,193

1,977,734

2,156,721

1,974,992

Collaborative arrangements

Revenues:

Contracts with customers and grants

$ 62

$ 917

$ 2,425

$ 4,469

Service and Grants

Costs and operating expenses:

^[1]

3,812

5,339

8,908

14,356

Service and Grants | Nonrelated Party

Revenues:

Contracts with customers and grants

5,047

5,199

10,870

17,684

Tangible Products

Costs and operating expenses:

^[1]

3,001

2,116

10,869

3,649

Tangible Products | Nonrelated Party

Revenues:

2,972

2,209

10,994

4,010

Service | Related Party

Revenues:

$ 1,198

$ 1,618

$ 3,557

$ 11,399

[1]

Exclusive of depreciation

[2]

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, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Revenue Benchmark \| Geographic Concentration Risk \| Foreign
Concentration Risk [Line Items]
Concentration risk, percentage	69.00%	73.00%	70.00%	51.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	27.00%	14.00%	31.00%	4.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	16.00%	13.00%	30.00%
Revenue Benchmark \| Customer Concentration Risk \| Customer C
Concentration Risk [Line Items]
Concentration risk, percentage	16.00%	19.00%	5.00%	16.00%
Accounts Receivable \| Geographic Concentration Risk \| Foreign
Concentration Risk [Line Items]
Concentration risk, percentage			58.00%		36.00%

Forward Purchase Agreement	9 Months Ended
Forward Purchase Agreement	Sep. 30, 2025
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 was recorded as a reduction to additional paid-in capital in the Company’s consolidated balance sheets at inception. The FPA Put Option and the Fixed Maturity Consideration are recorded as liabilities in the consolidated balance sheets. On July 22, 2024, Vellar purported to accelerate the FPA Maturity Date with respect to its portion of the Recycled Shares (i.e., 2,999,000 shares at such date, prior to the Reverse Stock Split) to July 22, 2024 in connection with the VWAP Trigger Event. 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 16 - Commitments and Contingencies). On October 4, 2024, ACM delivered to the Company notice of satisfaction of the VWAP Trigger Event, 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. The Fixed Maturity Consideration was valued at $4,123 as of September 30, 2025 and as of December 31, 2024, which represents the fair value of the fixed portion of the Share Consideration and the Minimum Maturity Consideration and was classified as current in the consolidated balance sheets. The FPA Put Option was valued at $30,015 as of September 30, 2025 and December 31, 2024, respectively, and was classified as non-current liability in the consolidated balance sheets. On January 23, 2025, the Company issued 1,652,178 shares of common stock pursuant to a cashless exercise of all 2,010,000 FPA Warrants held by Vellar at a $0.30 per share exercise price (prior to the Reverse Stock Split).

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 182
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480401/815-10-55-182

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
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Net Income (Loss) Per Share

Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2025

Earnings Per Share [Abstract]

Basic net income (loss) per share is computed under the two-class method in accordance with ASC 260, which requires the allocation of net income to participating securities, including the Company’s participating preferred stock (as-converted), based on their proportionate share of the total weighted-average participating securities and common shares outstanding during the period. Net income available to common shareholders is then divided by the weighted-average number of common shares outstanding. Diluted net income (loss) per share reflects the impact of potentially dilutive securities, including equity-classified share-based compensation, the Brookfield SAFE, and warrants, to the extent they are dilutive. For the three months ended September 30, 2025, the assumed conversion or exercise of all potential common stock equivalents would have been anti-dilutive; therefore, diluted net income per share equals basic net income per share.

The following table presents (in thousands, except share and per share amounts) the calculation of basic and diluted net income (loss) per share for the Company’s common stock and has been retroactively adjusted to reflect the Reverse Stock Split. See Note 2 “Summary of Significant Accounting Policies”:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net income (loss) used for basic earnings per common share	$	2,861	$	(57,431)	$	(48,867)	$	(110,738)
Effect of dilutive securities:
Income allocated to participating preferred stock(1)	(227)		—		—		—
Numerator for dilutive net income (loss) per share - net income available for common shareholders’ after the effect of dilutive securities	$	2,634	$	(57,431)	$	(48,867)	$	(110,738)
Denominator:
Weighted-average number of common shares outstanding - basic	2,320,018		1,977,734		2,156,721		1,974,992
Effect of dilutive securities:
Shares of common stock issuable upon exercise of AM SAFE Warrants	300,000		—		—		—
Shares of common stock underlying restricted stock units	43,175		—		—		—
Denominator for dilutive net income (loss) per share - adjusted weighted average shares used in computing net income (loss) per share - diluted	2,663,193		1,977,734		2,156,721		1,974,992
Earnings per share:
Net income (loss) per common share - basic	$	1.14	$	(29.04)	$	(22.66)	$	(56.07)
Net income (loss) per common share - diluted	$	0.99	$	(29.04)	$	(22.66)	$	(56.07)

__________________

(1)Represents the allocation of net income to participating preferred stock as-converted under the two-class method.

(2)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.

The Company’s preferred stock is considered a participating security because it is entitled to participate in dividends with common stock. Accordingly, the Company applies the two-class method of calculating earnings per share.

During the three months ended September 30, 2025, approximately $0.2 million of net income was allocated to participating preferred stock (as-converted), with the remaining $2.6 million allocated to common shareholders.

As of September 30, 2025 and 2024, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive included the following. All amounts are presented on a post-Reverse Stock Split basis.


	As of September 30,
	2025	2024

Options	135,715	187,331
RSUs	52,295	77,697
Convertible Note	—	321,200
Brookfield SAFE	—	50,000
Warrants	447,055	463,577
Total	635,065	1,099,805

Revenues

9 Months Ended

Sep. 30, 2025

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,
	2025		2024		2025		2024
Contract Types:
Licensing	$	1,051	$	1,088	$	3,152	$	10,209
Engineering and other services	4,035		4,861		7,730		14,439
Biorefining revenue	$	5,086	$	5,949	$	10,882	$	24,648

Joint development agreements	62		917		2,425		5,122
Contract research	1,159		868		3,545		3,782
Joint development and contract research revenue	$	1,221	$	1,785	$	5,970	$	8,904

CarbonSmart product	2,972		2,209		10,994		4,010

Total Revenue	$	9,279	$	9,943	$	27,846	$	37,562

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,
	2025		2024		2025		2024
Revenue from partners in collaborative agreements included in the Joint development agreements above	$	62	$	917	$	2,425	$	4,469
Revenue from grant contributions included in Engineering and other services above	1,509		1,915		1,559		6,068

Revenue by Geographic Location

The following table presents disaggregation of the Company’s revenues by customer location for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
North America	$	2,884	$	2,709	$	8,498	$	18,298
Europe, Middle East, Africa (EMEA)	2,973		4,142		7,437		13,736
Asia	3,422		2,664		11,911		4,696
Australia	—		428		—		832
Total Revenue	$	9,279	$	9,943	$	27,846	$	37,562

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, 2024	$	18,975	$	6,168	$	5,233
Additions to unbilled accounts receivable	13,335		—		—
Increases due to consideration received	—		3,181		—
Unbilled accounts receivable recognized in trade receivables	(23,205)		—		—
Increase on revaluation on currency	237		2		670
Reclassification from long-term to short-term	—		2		(2)
Reclassification to revenue because of performance obligations satisfied	—		(7,311)		—

Balance as of September 30, 2025	$	9,342	$	2,042	$	5,901

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, 2025 and December 31, 2024, the Company had $8,700 and $9,456, respectively, of billed accounts receivable, net of allowance.

The decrease in current contract liabilities was primarily due to the reclassification due to the satisfaction of performance obligations, while the increase in non-current contract liabilities was primarily due to revaluation of foreign exchange currency.

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, 2025, the Company had approximately $23,571 in contracted revenue remaining to be recognized, of which $13,888 is expected to be recognized in the next  twelve months.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Statement of Stockholders' Equity [Abstract]

CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY/(DEFICIT) (Parenthetical)

Aug. 15, 2025

Sep. 30, 2025

$ / shares

^[1]

Aug. 18, 2025

$ / shares

Aug. 17, 2025

$ / shares

Aug. 14, 2025

$ / shares

Conversion ratio

0.01

Cash and cash equivalents

$ 0.0000001

$ 0.0001

[1]

Net Income (Loss) Per Share - Schedule of Antidilutive Shares (Details) - shares	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock underlying restricted stock units (in shares)	635,065	1,099,805
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock underlying restricted stock units (in shares)	135,715	187,331
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock underlying restricted stock units (in shares)	52,295	77,697
Convertible Note
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock underlying restricted stock units (in shares)	0	321,200
Brookfield SAFE
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock underlying restricted stock units (in shares)	0	50,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock underlying restricted stock units (in shares)	447,055	463,577

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Sep. 30, 2025

Dec. 31, 2024

Current assets:

$ 19,627

$ 43,499

Held-to-maturity investment securities

12,374

Trade and other receivables, net of allowance

8,700

9,456

Contract assets

9,342

18,975

Other current assets

12,960

15,030

Total current assets

50,629

99,334

Property, plant and equipment, net

18,293

22,333

Right-of-use assets

14,548

26,790

Equity method investment

4,363

Equity security investment

14,990

Other non-current assets

830

6,873

Total assets

99,290

174,683

Current liabilities:

Accounts payable

6,202

5,289

Other accrued liabilities

10,384

8,876

Warrants

3,531

Fixed Maturity Consideration and current FPA Put Option liability

4,123

Contract liabilities

2,042

6,168

Accrued salaries and wages

1,873

2,302

Current lease liabilities

169

158

Total current liabilities

24,836

30,447

Non-current lease liabilities

16,532

30,619

Non-current contract liabilities

5,901

5,233

FPA Put Option liability

30,015

Brookfield SAFE liability

13,223

Brookfield Loan liability

13,300

Convertible Note

51,112

Other long-term liabilities

514

587

Total liabilities

91,098

161,236

Commitments and Contingencies (Note 16)

Mezzanine Equity

Convertible preferred stock, $0.0001 par value; 20,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 20,000,000 and no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

^[1]

Preferred stock - additional paid-in capital

13,167

Total mezzanine equity

13,169

Shareholders’ Equity/(Deficit)

Common stock, $0.0000001 par value, 258,000 shares authorized as of September 30, 2025 and December 31, 2024; 2,320,025 and 1,949,157 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

^[1]

Additional paid-in capital

1,011,901

981,638

Accumulated other comprehensive income

1,568

1,393

Accumulated deficit

(1,018,470)

(969,603)

Total shareholders’ equity/(deficit)

(4,978)

13,447

Total liabilities, mezzanine equity and shareholders' equity/(deficit)

$ 99,289

$ 174,683

[1]

CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY/(DEFICIT) - USD ($)
$ in Thousands

Total

Common Stock Outstanding

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

Mezzanine Equity Preferred Stock

Additional Paid-in Capital

Beginning balance (in shares) at Dec. 31, 2023

^[1]

1,966,425

Beginning balance at Dec. 31, 2023

$ 114,471

$ 19

$ 943,960

$ (831,872)

$ 2,364

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2,625

Issuance of common stock upon exercise of options and vesting of RSUs (in shares)

(25,508)

^[1]

10,830

Issuance of common stock upon exercise of options and vesting of RSUs

234

Repurchase of equity instruments

(48)

Ending balance (in shares) at Mar. 31, 2024

^[1]

1,977,255

Ending balance at Mar. 31, 2024

91,816

$ 19

946,771

(857,380)

2,406

Beginning balance (in shares) at Dec. 31, 2023

^[1]

1,966,425

Beginning balance at Dec. 31, 2023

114,471

$ 19

943,960

(831,872)

2,364

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance (in shares) at Sep. 30, 2024

(110,738)

^[1]

1,977,821

Ending balance at Sep. 30, 2024

13,605

$ 19

954,035

(942,610)

2,161

Beginning balance (in shares) at Mar. 31, 2024

^[1]

1,977,255

Beginning balance at Mar. 31, 2024

91,816

$ 19

946,771

(857,380)

2,406

Increase (Decrease) in Stockholders' Equity [Roll Forward]

3,672

Issuance of common stock upon exercise of options and vesting of RSUs (in shares)

(27,799)

^[1]

396

Issuance of common stock upon exercise of options and vesting of RSUs

Ending balance (in shares) at Jun. 30, 2024

(191)

^[1]

1,977,651

Ending balance at Jun. 30, 2024

67,536

$ 19

950,481

(885,179)

2,215

Increase (Decrease) in Stockholders' Equity [Roll Forward]

3,554

Issuance of common stock upon exercise of options and vesting of RSUs (in shares)

(57,431)

^[1]

170

Other comprehensive income, net

(5)

Ending balance (in shares) at Sep. 30, 2024

(49)

^[1]

1,977,821

Ending balance at Sep. 30, 2024

$ 13,605

$ 19

954,035

(942,610)

2,161

Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2024

^[2]

Beginning balance, temporary equity at Dec. 31, 2024

$ 0

Ending balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2025

Ending balance, temporary equity at Mar. 31, 2025

$ 0

Beginning balance (in shares) at Dec. 31, 2024

1,949,157

^[2]

1,949,157

^[3]

Beginning balance at Dec. 31, 2024

$ 13,447

$ 19

981,638

(969,603)

1,393

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2,353

Issuance of common stock upon exercise of options and vesting of RSUs (in shares)

(19,229)

^[3]

29,819

Other comprehensive income, net

2,696

Ending balance (in shares) at Mar. 31, 2025

(441)

^[3]

1,978,976

Ending balance at Mar. 31, 2025

$ (1,174)

$ 19

983,991

(988,832)

3,648

Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2024

^[2]

Beginning balance, temporary equity at Dec. 31, 2024

$ 0

Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2025

20,000,000

^[2]

20,000,000

Ending balance, temporary equity at Sep. 30, 2025

$ 13,169

$ 2

13,167

Beginning balance (in shares) at Dec. 31, 2024

1,949,157

^[2]

1,949,157

^[3]

Beginning balance at Dec. 31, 2024

$ 13,447

$ 19

981,638

(969,603)

1,393

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock upon exercise of options and vesting of RSUs (in shares)

$ (48,867)

Ending balance (in shares) at Sep. 30, 2025

2,319,960

^[2]

2,319,960

^[3]

Ending balance at Sep. 30, 2025

$ (4,978)

$ 23

1,011,901

(1,018,470)

1,568

Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2025

Beginning balance, temporary equity at Mar. 31, 2025

$ 0

Increase (Decrease) in Temporary Equity [Roll Forward]

Issuance of preferred stock, net of issuance costs (in shares)

20,000,000

Issuance of preferred stock, net of issuance costs

13,169

$ 2

13,167

Ending balance, Redeemable Convertible Preferred Stock (in shares) at Jun. 30, 2025

20,000,000

Ending balance, temporary equity at Jun. 30, 2025

13,169

$ 2

13,167

Beginning balance (in shares) at Mar. 31, 2025

^[3]

1,978,976

Beginning balance at Mar. 31, 2025

(1,174)

$ 19

983,991

(988,832)

3,648

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2,275

Issuance of common stock upon exercise of options and vesting of RSUs (in shares)

(32,499)

^[3]

441

Issuance upon conversion of the Convertible Note (in shares)

^[3]

340,543

Other comprehensive income, net

8,132

$ 4

8,128

(1,605)

Ending balance (in shares) at Jun. 30, 2025

(313)

^[3]

2,319,960

Ending balance at Jun. 30, 2025

$ (25,184)

$ 23

994,394

(1,021,331)

1,730

Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2025

20,000,000

^[2]

20,000,000

Ending balance, temporary equity at Sep. 30, 2025

$ 13,169

$ 2

$ 13,167

Increase (Decrease) in Stockholders' Equity [Roll Forward]

1,357

Reclassification of PIPE warrant to equity

2,861

16,150

Ending balance (in shares) at Sep. 30, 2025

$ (162)

(162)

2,319,960

^[2]

2,319,960

^[3]

Ending balance at Sep. 30, 2025

$ (4,978)

$ 23

$ 1,011,901

$ (1,018,470)

$ 1,568

[1]	All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from $0.0001 to $0.0000001 per share which became effective on August 18, 2025. See Note 2, “Summary of Significant Accounting Policies” for further information.
[2]	All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from $0.0001 to $0.0000001 per share which became effective on August 18, 2025
[3]	All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from $0.0001 to $0.0000001 per share which became effective on August 18, 2025. See Note 2, “Summary of Significant Accounting Policies” for further information.

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 19,627	$ 43,499
Restricted cash (presented within Other current assets)	3,875	2,238
Cash, cash equivalents and restricted cash	$ 23,502	$ 45,737	$ 60,967	$ 76,284

Fair Value Measurement - Schedule of Change in Fair Value of Derivative Warrant Liabilities (Details) - Level 3 - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Convertible Note
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ (51,112)	$ 0
Issuances		(40,150)
Conversion of Convertible Note to common stock	8,132
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	42,980	21,427
Ending balance	0	(61,577)
PIPE Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Issuances	(24,950)
Reclassification of PIPE warrant to equity	16,150
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	8,800
Ending balance	0
FPA Put Option
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(30,015)	(37,523)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss		22,492
Ending balance	(30,015)	(60,015)
Fixed Maturity Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(4,123)	(7,228)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss		1,019
Ending balance	(4,123)	(8,247)
Brookfield SAFE
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(13,223)	(25,150)
Extinguishment of the Brookfield SAFE	13,274
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(51)	(15,600)
Ending balance	0	(9,550)
Brookfield Loan
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Issuances	(19,490)
Partial settlement of the Brookfield Loan	12,500
Extinguishment of the Amended Brookfield Loan	12,300
Issuance of the Amended Brookfield Loan	(12,300)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(6,310)
Ending balance	(13,300)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(1,432)	(3,914)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	1,391	(2,434)
Ending balance	$ (41)	$ (1,480)

Investments - Narrative (Details)				3 Months Ended		9 Months Ended
Investments - Narrative (Details)	May 13, 2020 USD ($) shares	Sep. 28, 2011 USD ($)	Sep. 28, 2011 CNY (¥)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 USD ($)	Oct. 16, 2025 $ / shares	Aug. 18, 2025 $ / shares	May 07, 2025 $ / shares	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Jun. 30, 2024	Jun. 18, 2024 shares	Nov. 09, 2022 $ / shares
Schedule of Equity Method Investments [Line Items]
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares									$ 11.50	$ 0.0000001					$ 0.01
LanzaJet
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property	$ 15,000,000
Ownership percentage	37.50%			36.33%		36.33%							37.01%
Contingent right to receive additional interest (in shares) \| shares	45,000,000													15,000,000
Equity method investments cost	$ 0
Revenue				$ 1,051,000	$ 1,086,000	$ 3,152,000	$ 10,207,000
Deferred revenue				1,346,000		$ 1,346,000						$ 5,375,000
Profit amortization period						15 years
Gain from equity method investment				0	0	$ 0	188,000
Carrying value less than proportionate share of book value				0		0					$ 0	$ 2,100,000
LanzaJet \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares								$ 0.01
LanzaJet \| Intra-entity
Schedule of Equity Method Investments [Line Items]
Revenue				$ 293,000	$ 257,000	$ 878,000	$ 3,450,000
SGLT
Schedule of Equity Method Investments [Line Items]
Contribution of intellectual property		$ 4,000,000	¥ 25,800
Ownership percentage		30.00%	30.00%	9.31%		9.31%

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Units Activity

A summary of the unvested time-based and market-based RSUs for the nine months ended September 30, 2025, were as follows:


	Time-based RSUs			Market-based RSUs
	Shares (in thousands)	Weighted Average Grant Date Fair Value		Shares (in thousands)	Weighted Average Grant Date Fair Value
Non-vested Outstanding at January 1, 2025	40	$	322.27	35	$	170.63
Granted	—	—		—	—
Vested	(16)	326.76		(4)	161
Cancelled/forfeited	(9)	326.76		—	161
Non-vested Outstanding at September 30, 2025	15	$	314.81	31	$	172.03

Schedule of Stock Options Activity

Stock option awards outstanding as of September 30, 2025 and changes during the nine months ended September 30, 2025, 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, 2025	187	$	210.93
Vested and expecting to vest at January 1, 2025	187	210.93
Exercisable at January 1, 2025	128	167.46
Granted	—
Exercised	—
Cancelled/forfeited	(11)	334.36
Expired	(13)	220.03
Outstanding at September 30, 2025	163	$	216.72	4.44	$	6,200
Vested and expecting to vest at September 30, 2025	163	216.72		4.44	6,200
Exercisable at September 30, 2025	113	$	195.04	3.75	$	6,200

Summary of Significant Accounting Policies - Reverse Stock Split and Reduction in Authorized Shares (Details)
$ / shares in Units, $ in Thousands

Aug. 15, 2025

Sep. 30, 2025

USD ($)

$ / shares

Aug. 18, 2025

USD ($)

$ / shares

Aug. 17, 2025

$ / shares

Aug. 14, 2025

$ / shares

May 07, 2025

$ / shares

Dec. 31, 2024

USD ($)

Nov. 09, 2022

$ / shares

Accounting Policies [Abstract]

Common shares, par value (usd per share) | $ / shares

$ 0.0000001

^[1]

$ 0.0000001

$ 0.0001

Common shares, shares authorized (in shares)

2,580,000,000

25,800,000

^[1]

25,800,000

600,000,000

Conversion ratio

0.01

Stockholders' equity, reverse stock split product (in shares)

100

Warrants | $

$ 43

$ 1,150

$ 3,531

Warrants outstanding (in shares)

100

Class of warrant or right, exercise price of warrants or rights (usd per share) | $ / shares

$ 11.50

$ 0.0000001

$ 0.01

[1]

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2025

Earnings Per Share [Abstract]

Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net income (loss) used for basic earnings per common share	$	2,861	$	(57,431)	$	(48,867)	$	(110,738)
Effect of dilutive securities:
Income allocated to participating preferred stock(1)	(227)		—		—		—
Numerator for dilutive net income (loss) per share - net income available for common shareholders’ after the effect of dilutive securities	$	2,634	$	(57,431)	$	(48,867)	$	(110,738)
Denominator:
Weighted-average number of common shares outstanding - basic	2,320,018		1,977,734		2,156,721		1,974,992
Effect of dilutive securities:
Shares of common stock issuable upon exercise of AM SAFE Warrants	300,000		—		—		—
Shares of common stock underlying restricted stock units	43,175		—		—		—
Denominator for dilutive net income (loss) per share - adjusted weighted average shares used in computing net income (loss) per share - diluted	2,663,193		1,977,734		2,156,721		1,974,992
Earnings per share:
Net income (loss) per common share - basic	$	1.14	$	(29.04)	$	(22.66)	$	(56.07)
Net income (loss) per common share - diluted	$	0.99	$	(29.04)	$	(22.66)	$	(56.07)

__________________

(1)Represents the allocation of net income to participating preferred stock as-converted under the two-class method.

Schedule of Antidilutive Securities Excluded from Computation


	As of September 30,
	2025	2024

Options	135,715	187,331
RSUs	52,295	77,697
Convertible Note	—	321,200
Brookfield SAFE	—	50,000
Warrants	447,055	463,577
Total	635,065	1,099,805

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Intercompany transactions and balances have been eliminated in consolidation. All adjustments to the unaudited interim consolidated financial statements are of a normal, recurring nature and, in the opinion of management, are necessary for a fair presentation of results for these interim periods. Revenues and expenses are subject to fluctuations and accordingly, quarterly interim results may not be indicative of full year results.

Going Concern

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with GAAP and assume 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 has recurring net losses and anticipates continuing to incur losses. The Company had cash and cash equivalents of $19,627 and accumulated deficit of $(1,018,470) as of September 30, 2025, along with cash outflows from operations of $(58,692) and net loss of $(48,867) for the nine months ended September 30, 2025. The Company has historically funded its operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.

In light of the Company’s operating requirements and projected capital expenditure under its current business plan, the Company is projecting that its existing cash and short-term debt securities will not be sufficient to fund its operations through the next twelve months from the date of issuance of this Quarterly Report on Form 10-Q. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is focusing on streamlining its business priorities, taking actions to reduce its cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options. In accordance with Accounting Standards Update ("ASU") No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40),” management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of these unaudited consolidated financial statements and has determined that the Company’s ability to continue as a going concern is dependent on its ability to raise significant amounts of additional capital, implement other strategic options, and execute its business plan.

On May 7, 2025 (the “PIPE Closing Date”), LanzaTech Global, Inc. (the “Company”) and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “PIPE Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, and Amendment No. 2 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated September 22, 2025, the “PIPE Purchase Agreement”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock designated as “Series A Convertible Senior Preferred Stock”, par value of $0.0001 per share (“Series A Preferred Stock”), to the PIPE Purchaser for an aggregate purchase price of $40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $40.2 million aggregate principal amount of Convertible Note due 2029 (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted into 340,543 shares of common stock (34,054,337 shares prior to the Reverse Stock Split), par value $0.0000001 per share (“common stock”), of the Company pursuant to the mandatory conversion provision of the Convertible Note. Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue to the PIPE Purchaser immediately prior to the consummation, if any, of a Financing (as defined below) (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, a warrant (the “PIPE Warrant”) to purchase an aggregate of 7,800,000 shares (“PIPE Warrant Shares”) of common stock at an exercise price equal to $0.0000001 per PIPE Warrant Share (subject to adjustments in certain events) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing (as defined below) or, with the PIPE Purchaser’s consent, an Other Financing (as defined below). If the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

The Company also agreed to use its reasonable best efforts to consummate a bona fide financing pursuant to which the Company sells common stock to one or more accredited investors reasonably satisfactory to the holders of a majority of the outstanding Series A Preferred Stock (the “Majority Holders”), at a price per share of $0.0005 (after giving effect to the Reverse Stock Split but subject to further adjustment in certain events), payable in cash, with an aggregate original issue price of not less than $35.0 million and not more than $60.0 million, on terms and conditions reasonably satisfactory to the Majority Holders (the “Subsequent Financing”). The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than October 15, 2025. In addition, with the Majority Holders’ consent and in lieu of the Subsequent Financing, the Company may consummate any other financing that does not constitute a Subsequent Financing (an “Other Financing” and any such Other Financing or a Subsequent Financing, a “Financing”). The Company has not consummated a Subsequent Financing and can provide no assurance that it will secure an Other Financing in a timely manner, on favorable terms or at all.

The Company is actively pursuing the above actions. However, because the Company does not currently have any committed capital and obtaining any Other Financing described above is subject to investor interest and market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Reverse Stock Split and Reduction in Authorized Shares

On August 15, 2025,the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to (1) decrease the par value of the Company’s common stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of common stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m. Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock and proportionately decrease the number of authorized shares of common stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m. Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”). The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025).

At the Reverse Split Effective Time, every 100 shares of the Company’s issued and outstanding common stock were automatically reclassified and combined into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments were made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards. With respect to the Company’s warrants, every 100 shares of common stock that may be purchased pursuant to the exercise of warrants prior to the Reverse Split Effective Time represent one share of common stock that may be purchased pursuant to such warrants following the Reverse Split Effective Time. Correspondingly, the exercise price per share of such warrants has been proportionately increased, such that the exercise price per share of such warrants immediately following the Reverse Stock Split is $1,150, which equals the product of 100 multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

Unless otherwise indicated, all common stock share and per share data for all periods presented herein have been retroactively adjusted to reflect the Reverse Stock Split and the Par Value Change.

Significant Accounting Policies

The Company’s significant accounting policies are included in Note 2 of the Notes to the Company’s Audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with 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 revenue recognized over time, the Simple Agreement for Future Equity with Brookfield (the “Brookfield SAFE”), the Brookfield Loan (as defined below), the Forward Purchase Agreement (“FPA”), the Convertible Note, the Series A Preferred Stock and the Private Placement Warrants (as defined below).

The Company uses the input method where revenue is recognized on the basis of the Company’s efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labor hours expended, costs incurred, time elapsed, or machine hours used) relative to the total expected inputs to the satisfaction of that performance obligation. 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. Refer to “Revenue Recognition” below.

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, 2025 and December 31, 2024, the Company had $19,627 and $43,499 of cash and cash equivalents, respectively.

Restricted Cash

The Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank. The following represents a reconciliation of cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of September 30, 2025 and December 31, 2024.


	As of
	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	19,627	$	43,499
Restricted cash (presented within Other current assets)	3,875		2,238
Cash, cash equivalents and restricted cash	$	23,502	$	45,737

Forward Purchase Agreement

On February 3, 2023, the Company entered into the 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 (at such date, prior to the Reverse Stock Split) (“Recycled Shares”) on the open market for approximately $10.16 per share (at such date, prior to the Reverse Stock Split) (“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 three 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 (prior to the Reverse Stock Split) 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 (prior to the Reverse Stock Split) 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 (prior to the Reverse Stock Split) 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 income (expense), net on the consolidated statements of operations and comprehensive loss.

3) The “Fixed Maturity Consideration,” which includes the minimum portion of the Maturity Consideration (the “Minimum Maturity Consideration”), calculated as (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 was recorded as a long-term liability on the 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 income (expense), net on the consolidated statements of operations and comprehensive loss.

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 (the “VWAP Trigger Event”). On July 22, 2024, Vellar notified the Company of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,999,000 shares at such date, prior to the Reverse Stock Split) to July 22, 2024. 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 16 - Commitments and Contingencies). As a result, the Company reclassified the Maturity Consideration and the Share Consideration to current liabilities on the consolidated balance sheets and the FPA Put Option excluding the Variable Maturity Consideration portion remained in long-term liabilities.

In October 2024, ACM accelerated the FPA Maturity Date with respect to its portion of the FPA in connection with the VWAP Trigger Event, and the Company fully satisfied its obligation to ACM in accordance with the FPA’s provisions.

Refer to Note 9 - Forward Purchase Agreement for further details on the FPA.

Convertible Note

On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with Carbon Direct Fund II Blocker I LLC (“Carbon Direct Capital”) pursuant to which the Company agreed to sell and issue to Carbon Direct Capital 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. On August 6, 2024, the Company issued and sold a principal amount of $40,150 of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”). The Company had elected the fair value option for the Convertible Note at issuance, under ASC 825.

On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 340,543 shares of common stock (34,054,337 shares prior to the Reverse Stock Split) pursuant to the mandatory conversion provision of the 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 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, 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 generally 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 as services are rendered 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.

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 (“JDA”), and contract research, including projects with the U.S. Department of Energy and other U.S. 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 because services are rendered to satisfy the performance obligations. The Company 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 are typically due from customers when a milestone is completed or 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.

Grants

Grants received to perform services related to biorefining or joint development and contract research, 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.

CarbonSmart

The Company purchases ethanol from the customers who have deployed the Company’s 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 the Company’s end customer, which varies depending on the shipping terms. The Company acts as the principal in such transactions and accordingly, recognizes revenue and cost of revenues on a gross basis. Amounts received for sales of CarbonSmart products are classified as revenue from sales of CarbonSmart products in the consolidated statements of operations and comprehensive loss.

Collaboration Arrangements

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

Cost of Revenues

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

Research and Development

The Company expenses 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 was approximately 69% and 73%, for the three months ended September 30, 2025 and 2024, respectively, and approximately 70% and 51%, for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, approximately 58% and 36%, 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, 2025 and December 31, 2024, 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 4 - Revenues.

Our largest contracting entities represent 10% or greater of revenue and were as follows for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Customer A	27	%	14	%	31	%	4	%
Customer B	13	%	16	%	13	%	30	%
Customer C	16	%	19	%	5	%	16	%

Recently Issued Accounting Pronouncements, Not Yet Adopted

ASU 2024-04, Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”)

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2024-04, which provides guidance on the accounting for induced conversions of convertible debt instruments. The update clarifies that any additional value given to the debt holder as an inducement should be recorded as an expense at the time of conversion. This standard aims to ensure consistent financial reporting for these types of transactions. This ASU is effective for public companies with annual periods beginning after December 15, 2025, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

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

In November 2024 and January 2025, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” and ASU No. 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” respectively, which clarified the effective date of ASU 2024-03. The ASU will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The standards are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the adoption of the standard on its financial statement disclosures.

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

In December 2023, the FASB issued ASU No. 2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to help investors better assess how a company’s operations and related tax risks and tax planning and operational opportunities affect the Company’s tax rate and prospects for future cash flows. ASU 2023-09 improves disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The standard is effective for the Company starting in annual periods in 2025. The Company will incorporate required disclosures in its annual financial statements for the year ending December 31, 2025.

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis


	September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	15,712	$	—	$	—	$	15,712
Total assets	$	15,712	$	—	$	—	$	15,712

Liabilities:

FPA Put Option liability	$	—	$	—	$	30,015	$	30,015
Fixed Maturity Consideration and current FPA Put Option liability	—		—		4,123		4,123

Brookfield Loan liability	—		—		13,300		13,300

Private Placement Warrants	—		—		41		41
Public Warrants	2		—		—		2
Total liabilities	$	2	$	—	$	47,479	$	47,481


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	30,136	$	—	$	—	$	30,136
Total assets	$	30,136	$	—	$	—	$	30,136

Liabilities:
Convertible Note	$	—	$	—	$	51,112	$	51,112
FPA Put Option liability	—		—		30,015		30,015
Fixed Maturity Consideration	—		—		4,123		4,123
Brookfield SAFE liability	—		—		13,223		13,223
Private Placement Warrants	—		—		1,432		1,432
Public Warrants	2,099		—		—		2,099
Total Liabilities	$	2,099	$	—	$	99,905	$	102,004

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs


	December 31, 2024
Stock price	$	1.37
Term (in years)	0
Expected volatility	N/A
Risk-free interest rate	N/A
Expected dividend yield	—%

The following table represents the inputs used in calculating the fair value of the Convertible Note as of May 7, 2025 and December 31, 2024:


	May 7, 2025		December 31, 2024
Stock price	$	0.24	$	1.37
Term (in years)	0		4.6
Expected volatility	—%		110.0%
Risk-free interest rate	—%		4.3%
Expected dividend yield	—%		—%

Significant inputs for Level 3 Brookfield SAFE measurement at February 14, 2025 and December 31, 2024 are as follows:


	February 14, 2025		December 31, 2024
Initial purchase amount	$	50,000	$	50,000
Liquidity price	$	10.00	$	10.00
Stock price	$	0.75	$	1.37
Term (in years)	0.88		3.11
Expected volatility	60.0%		67.5%
Risk-free interest rate	4.3%		4.3%
Expected dividend yield	—%		—%

Significant inputs for Level 3 Brookfield Loan measurement at September 30, 2025, July 10, 2025, and February 14, 2025 are as follows:


	September 30, 2025		July 10, 2025			February 14, 2025
Adjusted remaining amount	$	24,526	$	24,526		$	10,123
Term (in years)	3.1		3.3			1.46
Discount rate	40.0%		40.0		%	40.0%


	September 30, 2025		December 31, 2024
Stock price	$	24.51	$	1.37
Exercise price	$	1,150.00	$	11.50
Term (in years)	2.36		3.11
Expected volatility	110.0%		97.5%
Risk-free interest rate	3.60%		4.28%
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		PIPE Warrant		FPA Put Option		Fixed Maturity Consideration		Brookfield SAFE		Brookfield Loan		Private Placement Warrants
Balance as of January 1, 2025	$	(51,112)	$	—	$	(30,015)	$	(4,123)	$	(13,223)	$	—	$	(1,432)
Extinguishment of the Brookfield SAFE	—		—		—		—		13,274		—		—
Issuance of PIPE Warrant	—		(24,950)		—		—		—		—		—
Issuance of the Brookfield Loan	—		—		—		—		—		(19,490)		—
Partial settlement of the Brookfield Loan	—		—		—		—		—		12,500		—
Extinguishment of the Amended Brookfield Loan	—		—		—		—		—		12,300		—
Issuance of the Amended Brookfield Loan	—		—		—		—		—		(12,300)		—
Reclassification of PIPE Warrant to equity	—		16,150		—		—		—		—		—
Conversion of Convertible Note to common stock	8,132		—		—		—		—		—		—
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	42,980		8,800		—		—		(51)		(6,310)		1,391
Balance as of September 30, 2025	$	—	$	—	$	(30,015)	$	(4,123)	$	—	$	(13,300)	$	(41)


	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 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)

Forward Purchase Agreement (Details) - USD ($)		9 Months Ended
Forward Purchase Agreement (Details) - USD ($)	Jan. 23, 2025	Sep. 30, 2025	Aug. 18, 2025	May 07, 2025	Dec. 31, 2024	Oct. 04, 2024	Jul. 22, 2024	Jun. 30, 2024	Feb. 03, 2023	Nov. 09, 2022
Derivative [Line Items]
FPA put option liability, current		$ 4,123,000			$ 4,123,000
FPA put option liability		30,015,000			$ 30,015,000
Conversion of stock, shares issued (in shares)	1,652,178
Class of warrant or right, exercise price of warrants or rights (usd per share)			$ 11.50	$ 0.0000001						$ 0.01
FPA Warrants
Derivative [Line Items]
Class of warrant or right, exercise of warrants or rights (in shares)	2,010,000
Class of warrant or right, exercise price of warrants or rights (usd per share)	$ 0.30
Forward Contracts
Derivative [Line Items]
Shares to issue (in shares)							2,999,000
Forward Contracts \| Share Consideration
Derivative [Line Items]
Maturity consideration, amount						$ 2,539,000
Forward Contracts \| Maturity Consideration
Derivative [Line Items]
Shares to issue (in shares)								7,500,000	7,500,000
Maturity consideration, amount						$ 7,500,000		$ 15,000	$ 5,079,000
Additional Paid-in Capital
Derivative [Line Items]
Additional paid in capital, reduction		$ 60,547,000

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical)

Aug. 15, 2025

Sep. 30, 2025

$ / shares

^[1]

Aug. 18, 2025

$ / shares

Aug. 17, 2025

$ / shares

Aug. 14, 2025

$ / shares

Income Statement [Abstract]

Conversion ratio

0.01

$ 0.0000001

$ 0.0001

[1]

Reportable Segment

9 Months Ended

Sep. 30, 2025

Segment Reporting [Abstract]

Reportable Segment

The Company operates as one operating segment and therefore one reportable segment, focused on integrated solutions to customers based on its proprietary technology. The determination of the Company’s reportable segment is consistent with the financial information regularly reviewed by the chief operating decision maker (“CODM”) for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. The Company’s chief operating decision maker is its Chief Executive Officer.

The Company’s single operating segment generates revenues from its three business lines: (1) biorefining, (2) JDA, contract research, and (3) CarbonSmart sales, all of which share the Company’s technology platforms, research and development infrastructure, and operational resources. Operations and strategies are centralized across the business lines and geographic regions. While the Company operates in various countries, its financial results and operations are viewed on a global basis.

The CODM primarily uses revenue and net loss as reported on the consolidated statements of operations, as the measure of profit or loss to allocate resources during the annual budget and forecasting process. The CODM also uses consolidated net loss, along with financial and non-financial inputs, to evaluate the Company’s performance, and make strategic decisions related to headcount and capital expenditures on a consolidated basis.

The measure of segment assets is reported on the balance sheet as total assets. The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets. The table below presents the Company’s consolidated operating results including significant segment expenses:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Consolidated Revenues	$	9,279	$	9,943	$	27,846	$	37,562
Less
Consolidated Cost of Sales	6,916		8,141		20,659		20,402
Salaries and benefits expenses1	11,833		20,643		45,013		62,368
External service providers1	2,473		8,699		25,323		19,554
Other Operating expenses (net of recharges)	3,714		5,417		15,802		17,151
Net loss from operations	$	(15,657)	$	(32,957)	$	(78,951)	$	(81,913)
Other income (expense), net	18,670		(18,939)		40,103		(20,890)
Loss from equity method investees, net	(152)		(5,535)		(10,019)		(7,935)
Net income (loss)	$	2,861	$	(57,431)	$	(48,867)	$	(110,738)

(1) Includes those salaries and benefits and external service providers expenses recharged into cost of sales.

For disaggregation of the Company’s revenues by customer location and contract type, see Note 4 - Revenues and for major customers, see Note 2 - Summary of Significant Accounting Policies. As of September 30, 2025, property

plant and equipment, net of depreciation, was $18,293 and associated expenditure during the nine months ended September 30, 2025 was $994.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Share-Based Payment Arrangement [Abstract]

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash Flows From Operating Activities:
Net loss	$ (48,867)	$ (110,738)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	5,913	9,739
Gain on change in fair value of SAFE and warrant liabilities	(3,437)	(20,609)
Loss on change in fair value of the Brookfield Loan	5,310	0
Loss on change in fair value of the Amended Brookfield Loan	1,000	0
Loss on Brookfield SAFE extinguishment	6,216	0
Loss on change in fair value of the FPA Put Option and current FPA Put Option liability	0	23,511
Change in fair value of Convertible Note	(42,980)	21,572
Gain on change in fair value of PIPE Warrant liability	(8,800)	0
Gain on partial lease termination	(60)	0
Provisions for losses on trade and other receivables, net of recoveries	126	(700)
Depreciation of property, plant and equipment	2,860	4,289
Amortization of discount on debt security investment	(34)	(649)
Non-cash lease expense	1,383	1,411
Non-cash recognition of licensing revenue	(3,613)	(10,385)
Loss from equity method investees, net	10,019	7,935
Unrealized Loss on net foreign exchange	546	1,060
Changes in operating assets and liabilities:
Accounts receivable, net	713	(2,902)
Contract assets	9,870	9,269
Accrued interest on debt investment	(83)	131
Other assets	3,731	(2,156)
Accounts payable and accrued salaries and wages	537	409
Contract liabilities	(104)	564
Operating lease liabilities	(991)	13
Other liabilities	2,053	(1,148)
Net cash used in operating activities	(58,692)	(69,384)
Cash Flows From Investing Activities:
Purchase of property, plant and equipment	(1,047)	(3,557)
Purchase of debt securities	0	(27,083)
Proceeds from maturity of debt securities	12,408	44,770
Net cash provided by investing activities	11,361	14,130
Cash Flows From Financing Activities:
Proceeds from issuance of preferred stock	15,050	0
Issuance costs related to preferred stock	(1,881)	0
Proceeds from issue of equity instruments of the Company	0	272
Proceeds from issuance of Convertible Note, net	0	40,000
Repurchase of equity instruments of the Company	0	(48)
Partial settlement of the Brookfield Loan	(12,500)	0
Proceeds from PIPE Warrant	24,950	0
Net cash provided by financing activities	25,619	40,224
Effects of currency translation on cash, cash equivalents and restricted cash	(523)	(287)
Net decrease in cash, cash equivalents and restricted cash	(22,235)	(15,317)
Cash, cash equivalents and restricted cash at beginning of period	45,737	76,284
Cash, cash equivalents and restricted cash at end of period	23,502	60,967
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable	79	40
Right-of-use asset additions	0	9,014
Extinguishment of the Brookfield SAFE	13,274	0
Issuance of the Brookfield Loan	(19,490)	0
Extinguishment of the Amended Brookfield Loan	12,300	0
Issuance of the Amended Brookfield Loan	(12,300)	0
Cashless issuance of equity for Convertible Notes	8,132	0
Non-cash change in lease liability on partial termination	13,025	0
Non-cash change in ROU assets on partial termination	$ (13,085)	$ 0

Share-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Compensation

In 2023, the Company adopted the LanzaTech 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 (“SARs”), restricted stock units (“RSUs”), 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:

Restricted Stock Units

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 three 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 three 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 RSUs for the nine months ended September 30, 2025, were as follows:


	Time-based RSUs			Market-based RSUs
	Shares (in thousands)	Weighted Average Grant Date Fair Value		Shares (in thousands)	Weighted Average Grant Date Fair Value
Non-vested Outstanding at January 1, 2025	40	$	322.27	35	$	170.63
Granted	—	—		—	—
Vested	(16)	326.76		(4)	161
Cancelled/forfeited	(9)	326.76		—	161
Non-vested Outstanding at September 30, 2025	15	$	314.81	31	$	172.03

Compensation expense related to the time-based RSUs was $501 and $1,525 for the three months ended September 30, 2025 and 2024, respectively, and $2,590 and $3,866 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, $2,874 of unrecognized compensation cost related to time-based RSUs will be recognized over a weighted-average period of 1.18 years.

Compensation expense related to the market-based RSUs was $156 and $437 for the three months ended September 30, 2025 and 2024, respectively, and $545 and $1,551 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, $232 of unrecognized compensation costs related to market-based RSUs will be recognized over a weighted-average period of 0.47 years.

Stock Options

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

Stock option awards outstanding as of September 30, 2025 and changes during the nine months ended September 30, 2025, 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, 2025	187	$	210.93
Vested and expecting to vest at January 1, 2025	187	210.93
Exercisable at January 1, 2025	128	167.46
Granted	—
Exercised	—
Cancelled/forfeited	(11)	334.36
Expired	(13)	220.03
Outstanding at September 30, 2025	163	$	216.72	4.44	$	6,200
Vested and expecting to vest at September 30, 2025	163	216.72		4.44	6,200
Exercisable at September 30, 2025	113	$	195.04	3.75	$	6,200

Compensation expenses related to the stock options was $736 and $1,694 for the three months ended September 30, 2025 and 2024, respectively, and $2,737 and $4,536 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, $3,022 of unrecognized compensation costs related to stock options will be recognized over a weighted-average period of 1.18 years.

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 three 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.

Fair Value Measurement - Schedule of Level 3 Fair Value Measurements (Details) $ in Thousands	Sep. 30, 2025 USD ($) $ / shares yr	Jul. 10, 2025 USD ($) yr	May 07, 2025 yr	Feb. 14, 2025 USD ($) $ / shares yr	Dec. 31, 2024 USD ($) $ / shares yr
Initial purchase amount
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input \| $				50,000	50,000
Liquidity price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input \| $ / shares				10.00	10.00
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input \| $ / shares					1.37
Convertible note, measurement inputs			0.24		1.37
Brookfield SAFE, measurement input \| $ / shares				0.75	1.37
Stock price \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	24.51				1.37
Exercise price \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	1,150				11.50
Adjusted remaining amount \| Brookfield Loan
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input \| $	24,526	24,526		10,123
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input \| yr					0
Convertible note, measurement inputs \| yr			0		4,600
Brookfield SAFE, measurement input \| yr				0.88	3.11
Term (in years) \| Brookfield Loan
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input \| yr	3.1	3.3		1.46
Term (in years) \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| yr	2,360				3,110
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note, measurement inputs			0		1.100
Brookfield SAFE, measurement input				0.600	0.675
Expected volatility \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.100				0.975
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note, measurement inputs			0		0.043
Brookfield SAFE, measurement input				0.043	0.043
Risk-free interest rate \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0360				0.0428
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative asset, measurement input					0
Convertible note, measurement inputs			0		0
Brookfield SAFE, measurement input				0	0
Expected dividend yield \| Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0				0
Discount rate \| Brookfield Loan
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Brookfield SAFE, measurement input	0.400	0.400		0.400

Investments

9 Months Ended

Sep. 30, 2025

Equity Method Investments and Joint Ventures [Abstract]

Investments

HTM Debt Securities

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


	December 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term:

Corporate debt securities	$	12,374	$	3	$	(6)	$	12,371	$	83

Total	$	12,374	$	3	$	(6)	$	12,371	$	83

As of September 30, 2025, the Company did not have any HTM debt securities. The Company regularly reviews HTM securities for declines in fair values that are determined to be credit related. As of September 30, 2025 and December 31, 2024, the Company did not have an allowance for credit losses related to HTM securities.

Equity investments

As of September 30, 2025 and December 31, 2024, the Company’s equity investments consisted of the following (in thousands):


	As of
	September 30, 2025		December 31, 2024
Equity Method Investment in LanzaJet	$	—	$	4,363
Equity Security Investment in SGLT	14,990		14,990
Total Investment	$	14,990	$	19,353

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 (“Original 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 Original Investment Agreement, LanzaTech had 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 made 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 sublicensed the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waived the requirement on a pro-rata basis (the “SPE Investment Condition”).

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 Original 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 the Company’s equity method investment in LanzaJet. As a result, LanzaTech’s ownership in LanzaJet increased to 37.01% as of June 30, 2024.

During the three months ended September 30, 2025 and 2024, the Company recognized revenue from the Original Investment Agreement of $1,051 and $1,086, respectively, net of intra-entity profit elimination. During the nine months ended September 30, 2025 and 2024, the Company recognized revenue from this arrangement of $3,152 and $10,207, respectively, net of intra-entity profit elimination and had associated deferred revenue of $1,346 and $5,375 as of September 30, 2025 and December 31, 2024, respectively. Net intra-entity profits related to this arrangement were $293 and $257 for the three months ended September 30, 2025 and 2024, respectively, and $878 and $3,450 for the nine months ended September 30, 2025 and 2024, respectively. Intra-entity profits are amortized over a 15-year period through 2034.

On October 16, 2025, the Company entered into a Second Amended and Restated Investment Agreement (the“Second A&R LanzaJet Investment Agreement”), which amends and restates the provisions of the Original Investment Agreement. See Note 17 – Subsequent Events.

In connection with the LanzaJet Note Purchase Agreement (see Note 14 - Related Party Transactions), LanzaJet issued warrants to its lenders that became exercisable at an exercise price of $0.01 upon the drawdown of the related funding commitments. The warrants are considered in-substance common stock under U.S. GAAP once the associated funding is drawn and the warrants become exercisable. The Company committed a proportionally smaller amount of funding relative to other participating investors and, as a result, received fewer warrants. Accordingly, when warrants held by other investors become exercisable and meet the criteria for in-substance common stock, the Company’s ownership interest in LanzaJet would be diluted. All such warrants became exercisable during the year ended December 31, 2024. No gain on dilution was recognized for the three months ended September 30, 2025 and 2024. The Company recorded a gain on dilution of $0 and $188 during the nine months ended September 30, 2025 and 2024, respectively. The Company’s ownership in LanzaJet as of September 30, 2025 was 36.33%.

The carrying value of the Company’s equity method investment in LanzaJet as of September 30, 2025 was zero. As of December 31, 2024, the carrying value of the Company’s equity method investment in LanzaJet was $2,100 less than its proportionate share of its equity method investees’ book values. The carrying value balance went to zero as of March 31, 2025 as a result of recording losses against the balance. Additional losses recorded in the second fiscal quarter were taken against the loans receivable balance bringing it to zero. The Company will not recognize additional losses until the investment returns to a positive carrying value. The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet.

In connection with a sublicense agreement to LanzaJet (the “LanzaJet License Agreement”) under the Company’s license agreement (the “Batelle License”) 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, 2025 and 2024.

The following table presents summarized aggregated financial information of our equity method investment (in thousands):


	Nine Months Ended September 30,
	2025		2024
Selected Statement of Operations Information:
Revenues	$	7,327	$	12,935
Gross profit	2,989		5,445
Net loss	(66,499)		(25,536)
Net loss attributable to the Company	$	(24,157)	$	(8,124)

	As of
	September 30, 2025		December 31, 2024
Selected Balance Sheet Information:
Current assets	$	14,932	$	79,060
Non-current assets	272,616		271,019
Current liabilities	23,677		29,069
Non-current liabilities	$	311,342	$	303,352

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 has decreased to approximately 9.31% as a result of investment by new investors. The Company accounts for its investment in equity securities of SGLT using the alternative measurement principles 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, 2025 and 2024, there was no change in the recorded amount of the investment in SGLT.

As of September 30, 2025 and 2024, there were no impairments of equity investments. During the three and nine months ended September 30, 2025 and 2024, 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 the Company’s equity investments.

Convertible Note	9 Months Ended
Convertible Note	Sep. 30, 2025
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 Carbon Direct Capital 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. On August 6, 2024, the Company issued and sold $40,150 principal amount of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement. The gross proceeds from the initial closing were approximately $40,000 before deducting estimated offering expenses. On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in conversion of the Convertible Note into 340,543 shares of common stock (34,054,337 prior to the Reverse Stock Split) pursuant to the mandatory conversion provision of the Convertible Note. The fair value adjustment upon conversion was $8,132 of which $4 was booked to common stock at a par value of $0.0000001 and the remaining was recorded in additional paid-in capital in the Company’s consolidated balance sheets. The change in fair value was $9.4 million and $43.8 million for the three and six months ended June 30, 2025, respectively, and was included within other income (expense), net in the Company’s consolidated statements of operations and comprehensive loss.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
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Related Party Transactions

Related Party Transactions

9 Months Ended

Sep. 30, 2025

As of September 30, 2025 and 2024, the Company had 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, 2025		December 31, 2024
Accounts receivable	$	2,194	$	2,452
Contract assets	—		399
Notes receivable	—		5,789
Accounts payable	$	—	$	234

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue from related parties, included within Licensing	$	1,051	$	1,088	$	3,152	$	10,209
Revenue from related parties, included within Engineering and other services	147		530		405		1,190

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, primarily for the access and use of certain equipment and spaces. For the three and nine months ended September 30, 2025 and 2024, the Company recognized immaterial amounts of revenue from related parties.

In addition to the licensing and sublicensing of its intellectual property, pursuant to the Original 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. As the project has reached completion, the Company recognized immaterial amounts of revenue for ad-hoc services during the three and nine months ended September 30, 2025 and 2024.

In December 2023, LanzaTech sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects for a price of $2,000 and recorded a $2,000 receivable. The payment will be offset against the license fees LanzaTech would pay to LanzaJet for the use of their technology in the Company’s projects. A license agreement is in process and is expected to be executed in 2025, at which time the Company’s $2,000 receivable will be reduced to the extent of payments due and payable under the license agreement. The Company recognized $58 and $173 in deferred profit for the three and nine months ended September 30, 2025.

In May 2020, the Company entered into an agreement to lease certain land to a subsidiary of LanzaJet and recognized lease revenue on a straight-line basis over the life of the lease agreement.

On October 16, 2025 the Company, LanzaJet, British Airways PLC (“British Airways”), Mitsui & Co., Ltd. (“Mitsui”), Shell Ventures LLC (“Shell”) and Suncor Energy Inc. (“Suncor”) (collectively, the “LanzaJet Investment Parties”) entered into a Second Amended and Restated Investment Agreement (the “Second A&R LanzaJet Investment Agreement”), which amends and restates the provisions of the LanzaJet Investment Agreement, a Second Amended and Restated Stockholders’ Agreement (the “Second A&R LanzaJet Stockholders’ Agreement”), which amends and restates the provisions of the LanzaJet Stockholders’ Agreement (as defined below), and an amendment to the LanzaJet License Agreement (the “LanzaJet License Agreement Amendment” and, together with the Second A&R LanzaJet Investment Agreement and Second A&R LanzaJet Stockholders’ Agreement, the “LanzaJet Amendments”) to update the structure of

the LanzaJet Agreements and to reflect other changes agreed to by the LanzaJet Investment Parties. See Note 17 – Subsequent Events.

LanzaJet Stockholders’ Agreement

In connection with the Investment Agreement, on April 1, 2021, the Company entered into an amended and restated stockholders’ agreement with LanzaJet, Shell, Mitsui, British Airways and Suncor (the “LanzaJet Stockholders’ Agreement”). Under the LanzaJet Stockholders’ Agreement, each party is required to hold and vote its shares of LanzaJet stock to ensure that LanzaJet’s board of directors (the “LanzaJet board”) is composed of eight directors: one designee from each of British Airways, Mitsui, Suncor and Shell, two LanzaTech designees (one of which will be the chairperson), LanzaJet’s chief executive officer, and one independent director. Each party must hold a certain number of shares of LanzaJet common stock in order to maintain their respective designated board seats. Pursuant to the agreement, if a party votes to remove its designated director from the LanzaJet board, the other parties must also vote in favor of removal. If a party fails to comply with its obligations under the second tranche investments provided for in the LanzaJet Investment Agreement, the other parties may vote to remove that party’s designee, and such party will forfeit its designated LanzaJet board seat in exchange for the right to designate a non-voting observer to the LanzaJet board.

The agreement also provides that the parties must vote their shares in favor of a proposed change of control transaction and take all reasonable steps necessary to execute the transaction if it meets certain standards and is approved by us, the LanzaJet board, and any investor holding a certain number of LanzaJet shares.

The parties to the LanzaJet Stockholders’ Agreement may not transfer their LanzaJet shares until 2026, except for permitted transfers to affiliates. LanzaJet has a right of first refusal with regard to all transfers of LanzaJet shares to third parties (including in connection with a change of control with respect to the applicable party’s ultimate parent) and if LanzaJet declines to exercise this right, the other parties to the agreement are entitled to a pro rata right of first refusal. We and the other parties will also have a pro rata right of first refusal with regard to new LanzaJet shares issued as well as a put right with respect to LanzaJet shares that we and such parties hold upon the occurrence of certain conditions. The LanzaJet Stockholders’ Agreement also provides registration rights in connection with an initial public offering of or other registration of LanzaJet shares.

Each party to the LanzaJet Stockholders’ Agreement agrees to indemnify the other parties for all claims arising from such party’s breach of the agreement or from fraud, gross negligence, or willful misconduct with regard to the agreement. The LanzaJet Stockholders’ Agreement will terminate either with the consent of all of the parties or upon an initial public offering of LanzaJet shares or a specified liquidation event.

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, issued and sold 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 (the “Senior Secured Notes”) and $33,500 aggregate principal amount of 6.00% Subordinated Secured Notes maturing December 31, 2043 (the “Subordinated Secured Notes”). The Company committed and funded $5,500 of Subordinated Secured Notes 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. Accordingly, the Company received warrants to purchase 316,250 shares of common stock of LanzaJet, and exercised them in January 2024.

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.

As of September 30, 2025, the carrying amount of the note receivable from LanzaJet was reduced to zero. This reduction reflects LanzaJet’s share of losses attributable to the Company under the equity method investment carrying

amount. As a result of continued net losses, the Company’s investment in LanzaJet has also been reduced to zero. The Company will not recognize additional losses until the investment returns to a positive carrying value. The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet (See Note 6 - Investments).

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 and nine months ended September 30, 2025 and 2024, the Company recognized an immaterial amount of revenue. The Company also provided engineering services and incurred costs of $166 and $328 for the three months ended September 30, 2025 and 2024, respectively, and $596 and $783 for the nine months ended September 30, 2025 and 2024, respectively.

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.

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Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investments	$ 0	$ 4,363
Equity Securities without Readily Determinable Fair Value, Amount	14,990	14,990
Investments, Total	$ 14,990	$ 19,353

Equity Method Investments and Joint Ventures [Abstract]

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

Investments (Tables)

9 Months Ended

Sep. 30, 2025

Schedule of Debt Securities, Held-To-Maturity


	December 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term:

Corporate debt securities	$	12,374	$	3	$	(6)	$	12,371	$	83

Total	$	12,374	$	3	$	(6)	$	12,371	$	83

Schedule of Investments

As of September 30, 2025 and December 31, 2024, the Company’s equity investments consisted of the following (in thousands):


	As of
	September 30, 2025		December 31, 2024
Equity Method Investment in LanzaJet	$	—	$	4,363
Equity Security Investment in SGLT	14,990		14,990
Total Investment	$	14,990	$	19,353

The following table presents summarized aggregated financial information of our equity method investment (in thousands):


	Nine Months Ended September 30,
	2025		2024
Selected Statement of Operations Information:
Revenues	$	7,327	$	12,935
Gross profit	2,989		5,445
Net loss	(66,499)		(25,536)
Net loss attributable to the Company	$	(24,157)	$	(8,124)

	As of
	September 30, 2025		December 31, 2024
Selected Balance Sheet Information:
Current assets	$	14,932	$	79,060
Non-current assets	272,616		271,019
Current liabilities	23,677		29,069
Non-current liabilities	$	311,342	$	303,352

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