Cover
Cover | 6 Months Ended |
Jun. 30, 2024 shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2024 |
Document Transition Report | false |
Entity File Number | 001-40282 |
Entity Registrant Name | LanzaTech Global, Inc. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 92-2018969 |
Entity Address, Address Line One | 8045 Lamon Avenue |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | Skokie |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60077 |
City Area Code | 847 |
Local Phone Number | 324-2400 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 197,765,067 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | Q2 |
Entity Central Index Key | 0001843724 |
Amendment Flag | false |
Document Fiscal Year Focus | 2024 |
Common stock | |
Document Information [Line Items] | |
Title of 12(b) Security | Common stock |
Trading Symbol | LNZA |
Security Exchange Name | NASDAQ |
Warrants | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants |
Trading Symbol | LNZAW |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 62,186 | $ 75,585 |
Held-to-maturity investment securities | 12,890 | 45,159 |
Trade and other receivables, net of allowance | 8,162 | 11,157 |
Contract assets | 27,095 | 28,238 |
Other current assets | 14,662 | 12,561 |
Total current assets | 124,995 | 172,700 |
Property, plant and equipment, net | 23,032 | 22,823 |
Right-of-use assets | 26,356 | 18,309 |
Equity method investment | 16,592 | 7,066 |
Equity security investment | 14,990 | 14,990 |
Other non-current assets | 5,910 | 5,736 |
Total assets | 211,875 | 241,624 |
Current liabilities: | ||
Accounts payable | 4,010 | 4,060 |
Other accrued liabilities | 9,088 | 7,316 |
Warrants | 3,192 | 7,614 |
Contract liabilities | 6,012 | 3,198 |
Accrued salaries and wages | 5,931 | 5,468 |
Current lease liabilities | 156 | 126 |
Total current liabilities | 28,389 | 27,782 |
Non-current lease liabilities | 29,227 | 19,816 |
Non-current contract liabilities | 8,070 | 8,233 |
Fixed Maturity Consideration | 8,246 | 7,228 |
FPA Put Option liability | 60,503 | 37,523 |
Brookfield SAFE liability | 9,250 | 25,150 |
Other long-term liabilities | 654 | 1,421 |
Total liabilities | 144,339 | 127,153 |
Shareholders’ Equity | ||
Common stock, $0.0001 par value; 400,000,000 and 400,000,000 shares authorized, 197,765,067 and 196,642,451 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 19 | 19 |
Additional paid-in capital | 950,481 | 943,960 |
Accumulated other comprehensive income | 2,215 | 2,364 |
Accumulated deficit | (885,179) | (831,872) |
Total shareholders’ equity | 67,536 | 114,471 |
Total liabilities and shareholders' equity | $ 211,875 | $ 241,624 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common shares, shares issued (in shares) | 197,765,067 | 196,642,451 |
Common shares, shares outstanding (in shares) | 197,765,067 | 196,642,451 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues [Abstract] | ||||
Total revenue | $ 17,375 | $ 12,917 | $ 27,619 | $ 22,563 |
Cost and operating expenses: | ||||
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below) | (759) | (419) | (1,555) | (826) |
Cost of revenue from related party transactions (exclusive of depreciation shown below) | (99) | (50) | (156) | (91) |
Research and development expense | (21,481) | (18,908) | (38,542) | (35,194) |
Depreciation expense | (1,458) | (1,348) | (2,988) | (2,605) |
Selling, general and administrative expense | (11,747) | (12,452) | (22,784) | (29,287) |
Total cost and operating expenses | (40,177) | (43,535) | (76,575) | (85,703) |
Loss from operations | (22,802) | (30,618) | (48,956) | (63,140) |
Other income (expense): | ||||
Interest income, net | 513 | 1,701 | 1,661 | 1,915 |
Other (expense) income, net | (3,791) | 2,001 | (3,612) | (28,395) |
Total other income (expense), net | (3,278) | 3,702 | (1,951) | (26,480) |
Loss before income taxes | (26,080) | (26,916) | (50,907) | (89,620) |
(Loss) gain from equity method investees, net | (1,719) | 130 | (2,400) | (478) |
Net loss | (27,799) | (26,786) | (53,307) | (90,098) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (191) | 96 | (150) | 47 |
Comprehensive loss | (27,990) | (26,690) | (53,457) | (90,051) |
Unpaid cumulative dividends on preferred stock | 0 | 0 | 0 | (4,117) |
Net loss allocated to common shareholders | $ (27,799) | $ (26,786) | $ (53,307) | $ (94,215) |
Net loss per common share, basic (in usd per share) | $ (0.14) | $ (0.14) | $ (0.27) | $ (0.60) |
Net loss per common share, diluted (in usd per share) | $ (0.14) | $ (0.14) | $ (0.27) | $ (0.60) |
Weighted-average number of common shares outstanding - basic (in shares) | 197,746,569 | 195,537,601 | 197,360,539 | 156,472,730 |
Weighted-average number of common shares outstanding - diluted (in shares) | 197,746,569 | 195,537,601 | 197,360,539 | 156,472,730 |
Revenue from partners in collaborative agreements included in the Joint development agreements above | ||||
Revenues [Abstract] | ||||
Total revenue | $ 1,329 | $ 462 | $ 3,552 | $ 1,550 |
Service and Grants | ||||
Cost and operating expenses: | ||||
Cost of revenue from contracts with customers (exclusive of depreciation shown below) | (4,019) | (9,631) | (9,017) | (16,973) |
Service and Grants | Nonrelated Party | ||||
Revenues [Abstract] | ||||
Total revenue | 6,235 | 10,372 | 12,485 | 17,957 |
Tangible Products | ||||
Cost and operating expenses: | ||||
Cost of revenue from contracts with customers (exclusive of depreciation shown below) | (614) | (727) | (1,533) | (727) |
Tangible Products | Nonrelated Party | ||||
Revenues [Abstract] | ||||
Total revenue | 938 | 1,007 | 1,801 | 1,007 |
Service | Related Party | ||||
Revenues [Abstract] | ||||
Total revenue | $ 8,873 | $ 1,076 | $ 9,781 | $ 2,049 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY /DEFICIT - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Common Stock Outstanding | Common Stock Outstanding Previously Reported | Common Stock Outstanding Revision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Previously Reported |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2022 | 129,148,393 | 29,521,810 | 99,626,583 | ||||||||||
Beginning balance, temporary equity at Dec. 31, 2022 | $ 480,631 | $ 480,631 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Exercise of a warrant, Series C and D Preferred Stock (in shares) | 594,309 | ||||||||||||
Exercise of a warrant, Series C and D Preferred Stock | $ 5,890 | ||||||||||||
In-kind payment of preferred dividend | $ 241,529 | ||||||||||||
Conversion of preferred stock into common stock (in shares) | (129,742,702) | ||||||||||||
Conversion of preferred stock into common stock | $ (728,050) | ||||||||||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2023 | 0 | ||||||||||||
Ending balance, temporary equity at Mar. 31, 2023 | $ 0 | ||||||||||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2022 | 10,422,051 | 2,382,358 | 8,039,693 | ||||||||||
Beginning balance at Dec. 31, 2022 | (428,722) | $ (428,722) | $ 0 | $ 1 | $ 0 | $ 1 | $ 24,782 | $ 24,783 | $ (1) | $ (456,245) | $ (456,245) | $ 2,740 | $ 2,740 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock-based compensation expense | 3,505 | 3,505 | |||||||||||
RSA vesting (in shares) | 2,535,825 | ||||||||||||
Repurchase of equity instruments (in shares) | (771,141) | ||||||||||||
Repurchase of equity instruments | (7,650) | (7,650) | |||||||||||
Net loss | (63,312) | (63,312) | |||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs (in shares) | 470,843 | ||||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs | 746 | 746 | |||||||||||
In-kind payment of preferred dividend | (241,529) | (241,529) | |||||||||||
Conversion of preferred stock into common stock (in shares) | 153,895,644 | ||||||||||||
Conversion of preferred stock into common stock | 728,050 | $ 15 | 728,035 | ||||||||||
Recapitalization, net of transaction expenses (Note 3) (in shares) | 28,898,374 | ||||||||||||
Recapitalization, net of transaction expenses (Note 3) | 236,973 | $ 3 | 236,970 | ||||||||||
Forward Purchase Agreement prepayment | (60,547) | (60,547) | |||||||||||
Reclassification of warrants to equity | 1,800 | 1,800 | |||||||||||
Foreign currency translation | (49) | (49) | |||||||||||
Ending balance, Common stock, shares outstanding (in shares) at Mar. 31, 2023 | 195,451,596 | ||||||||||||
Ending balance at Mar. 31, 2023 | $ 169,265 | $ 19 | 927,641 | (761,086) | 2,691 | ||||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2022 | 129,148,393 | 29,521,810 | 99,626,583 | ||||||||||
Beginning balance, temporary equity at Dec. 31, 2022 | $ 480,631 | $ 480,631 | |||||||||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Jun. 30, 2023 | 0 | ||||||||||||
Ending balance, temporary equity at Jun. 30, 2023 | $ 0 | ||||||||||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2022 | 10,422,051 | 2,382,358 | 8,039,693 | ||||||||||
Beginning balance at Dec. 31, 2022 | (428,722) | $ (428,722) | $ 0 | $ 1 | $ 0 | $ 1 | 24,782 | $ 24,783 | $ (1) | (456,245) | $ (456,245) | 2,740 | $ 2,740 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (90,098) | ||||||||||||
Ending balance, Common stock, shares outstanding (in shares) at Jun. 30, 2023 | 195,674,502 | ||||||||||||
Ending balance at Jun. 30, 2023 | $ 151,091 | $ 19 | 936,157 | (787,872) | 2,787 | ||||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Mar. 31, 2023 | 0 | ||||||||||||
Beginning balance, temporary equity at Mar. 31, 2023 | $ 0 | ||||||||||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Jun. 30, 2023 | 0 | ||||||||||||
Ending balance, temporary equity at Jun. 30, 2023 | $ 0 | ||||||||||||
Beginning balance, Common stock, shares outstanding (in shares) at Mar. 31, 2023 | 195,451,596 | ||||||||||||
Beginning balance at Mar. 31, 2023 | 169,265 | $ 19 | 927,641 | (761,086) | 2,691 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock-based compensation expense | 5,122 | 5,122 | |||||||||||
Net loss | (26,786) | (26,786) | |||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs (in shares) | 222,906 | ||||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs | 331 | 331 | |||||||||||
Reclassification of warrants to equity | 3,063 | 3,063 | |||||||||||
Foreign currency translation | 96 | 96 | |||||||||||
Ending balance, Common stock, shares outstanding (in shares) at Jun. 30, 2023 | 195,674,502 | ||||||||||||
Ending balance at Jun. 30, 2023 | $ 151,091 | $ 19 | 936,157 | (787,872) | 2,787 | ||||||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2023 | 196,642,451 | 196,642,451 | |||||||||||
Beginning balance at Dec. 31, 2023 | $ 114,471 | $ 19 | 943,960 | (831,872) | 2,364 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock-based compensation expense | 2,625 | 2,625 | |||||||||||
Repurchase of equity instruments | (48) | (48) | |||||||||||
Net loss | (25,508) | (25,508) | |||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs (in shares) | 1,083,026 | ||||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs | 234 | 234 | |||||||||||
Foreign currency translation | 42 | 42 | |||||||||||
Ending balance, Common stock, shares outstanding (in shares) at Mar. 31, 2024 | 197,725,477 | ||||||||||||
Ending balance at Mar. 31, 2024 | $ 91,816 | $ 19 | 946,771 | (857,380) | 2,406 | ||||||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2023 | 196,642,451 | 196,642,451 | |||||||||||
Beginning balance at Dec. 31, 2023 | $ 114,471 | $ 19 | 943,960 | (831,872) | 2,364 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | $ (53,307) | ||||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs (in shares) | 186,000 | ||||||||||||
Ending balance, Common stock, shares outstanding (in shares) at Jun. 30, 2024 | 197,765,067 | 197,765,067 | |||||||||||
Ending balance at Jun. 30, 2024 | $ 67,536 | $ 19 | 950,481 | (885,179) | 2,215 | ||||||||
Beginning balance, Common stock, shares outstanding (in shares) at Mar. 31, 2024 | 197,725,477 | ||||||||||||
Beginning balance at Mar. 31, 2024 | 91,816 | $ 19 | 946,771 | (857,380) | 2,406 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Stock-based compensation expense | 3,672 | 3,672 | |||||||||||
Net loss | (27,799) | (27,799) | |||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs (in shares) | 39,590 | ||||||||||||
Issuance of common stock upon exercise of options and vesting of RSUs | 38 | 38 | |||||||||||
Foreign currency translation | $ (191) | (191) | |||||||||||
Ending balance, Common stock, shares outstanding (in shares) at Jun. 30, 2024 | 197,765,067 | 197,765,067 | |||||||||||
Ending balance at Jun. 30, 2024 | $ 67,536 | $ 19 | $ 950,481 | $ (885,179) | $ 2,215 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (53,307) | $ (90,098) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 6,231 | 8,715 |
Gain on change in fair value of SAFE and warrant liabilities | (20,322) | (4,663) |
Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities | 23,998 | 33,029 |
Recoveries and provision for losses on trade and other receivables | (700) | 800 |
Depreciation of property, plant and equipment | 2,988 | 2,605 |
Amortization of discount on debt security investment | (501) | (508) |
Non-cash lease expense | 887 | 387 |
Non-cash recognition of licensing revenue | (9,240) | (1,136) |
Loss from equity method investees, net | 2,400 | 478 |
Net foreign exchange gain | (131) | 194 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 3,575 | 3,129 |
Contract assets | 1,034 | (3,668) |
Accrued interest on debt investment | 120 | (93) |
Other assets | (2,269) | (8,942) |
Accounts payable and accrued salaries and wages | 458 | 1,881 |
Contract liabilities | 128 | (150) |
Operating lease liabilities | 507 | (19) |
Other liabilities | 1,202 | (1,057) |
Net cash used in operating activities | (42,942) | (59,116) |
Cash Flows From Investing Activities: | ||
Purchase of property, plant and equipment | (3,268) | (5,318) |
Purchase of debt securities | 0 | (49,103) |
Proceeds from maturity of debt securities | 32,770 | 0 |
Purchase of additional interest in equity method investment | 0 | (288) |
Origination of related party loan | 0 | (5,212) |
Net cash provided by/ (used in) investing activities | 29,502 | (59,921) |
Cash Flows From Financing Activities: | ||
Proceeds from issue of equity instruments of the Company | 272 | 1,077 |
Proceeds from the Business Combination and PIPE, net of transaction expenses (Note 3) | 0 | 213,381 |
Forward Purchase Agreement prepayment | 0 | (60,096) |
Repurchase of equity instruments of the Company | (48) | (7,650) |
Net cash provided by financing activities | 224 | 146,712 |
Net decrease in cash, cash equivalents and restricted cash | (13,216) | 27,675 |
Cash, cash equivalents and restricted cash at beginning of period | 76,284 | 83,710 |
Effects of currency translation on cash, cash equivalents and restricted cash | (177) | 4 |
Cash, cash equivalents and restricted cash at end of period | 62,891 | 111,389 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Acquisition of property, plant and equipment under accounts payable | 235 | 125 |
Right-of-use asset additions | 8,934 | 0 |
Reclassification of capitalized costs related to the business combination to equity | 0 | 1,514 |
Cashless conversion of warrants on preferred shares | 0 | 5,890 |
Recognition of public and private warrant liabilities in the Business Combination | 0 | 4,624 |
Reclassification of AM SAFE warrant to equity | 0 | 1,800 |
Conversion of AM SAFE liability into common stock | 0 | 29,730 |
Conversion of Legacy LanzaTech NZ, Inc. preferred stock and in-kind dividend into common stock | 0 | 722,160 |
Reclassification of Shortfall warrant to equity | $ 0 | $ 3,063 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. II (“AMCI”) prior to February 8, 2023 (the “Closing Date”) was incorporated as a Delaware corporation on January 28, 2021. On March 8, 2022, LanzaTech NZ, Inc. ("Legacy LanzaTech") entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI and AMCI Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). On February 8, 2023, Legacy LanzaTech completed its business combination with AMCI by which the Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”). The reporting entity is LanzaTech Global, Inc. and its subsidiaries (collectively referred to herein as “the Company”, "LanzaTech", “we”, “us”, “our”). For more information on the Business Combination, see Note 3 - Reverse Recapitalization . The Company is headquartered in Skokie, Illinois, USA. The Company is a nature-based carbon refining company that transforms waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives. The Company’s customers leverage its proven proprietary gas fermentation technology platform to convert certain feedstock, including waste carbon gases, into sustainable fuels and chemicals such as ethanol. The Company performs related services such as feasibility studies, engineering services, and research and development ("R&D") in biotechnology for commercial and government entities. The Company also purchases low carbon chemicals produced at customer facilities employing the Company’s technology and sells it under the brand name CarbonSmart. We have also been developing the capabilities to produce single cell protein as a primary product from our gas fermentation platform. As of June 30, 2024, licensees of the Company’s technology operate four commercial-scale waste-to-gas ethanol plants in China, one plant in India, and one plant in Belgium with others currently in development in various countries, compared to three commercial scale waste-to-gas ethanol plants in China as of June 30, 2023. As a result of the Business Combination, the Company’s common stock trades under the ticker symbol “LNZA” and its Public Warrants trade under the ticker symbol “LNZAW” on the Nasdaq Stock Market. Prior to the consummation of the Business Combination, the Company’s common shares were listed on Nasdaq Stock Market under the symbol “AMCI” and the Public Warrants were listed on the Nasdaq Stock Market under the symbol “AMCI-W”. Unless otherwise indicated, amounts in these financial statements are presented in thousands, except for share and per share amounts. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. The condensed consolidated financial statements include the accounts of LanzaTech Global, Inc. and its wholly-owned consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in LanzaTech's Annual Report on Form 10-K for the year ended December 31, 2023. The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances: • Legacy LanzaTech stockholders have the largest portion of voting rights (85.3% at the closing of the Business Combination) in the Company; • Legacy LanzaTech’s existing senior management team comprise a portion of senior management of the Company; • The operations of the Company primarily represent operations of Legacy LanzaTech; and • In comparison with AMCI, Legacy LanzaTech has significantly more revenue and total assets. For more information on the Business Combination, see Note 3 - Reverse Recapitalization . Significant Accounting Policies Our significant accounting policies are included in Note 2 of the Notes to our Audited Consolidated Financial Statements included in our Annual Report. Revision of previously issued financial statements In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2023, the Company determined it should have classified the Forward Purchase Agreement prepayment as a cash outflow from financing activities within the consolidated statement of cash flows, instead of a cash outflow from investing activities as previously reported. The Company has corrected this classification for the six months ended June 30, 2023 within the consolidated statement of cash flows. The company determined the incorrect classification was not material to the previously filed quarterly report. There is no impact to the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of changes in redeemable convertible preferred stock and shareholders’ equity/deficit or cash flows from operating activities. Going Concern The accompanying consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash and cash equivalents of $62,186, short-term held-to-maturity debt investments of $12,890 and an accumulated deficit of $(885,179) as of June 30, 2024 and cash outflows from operations of $(42,942) and a net loss of $(53,307) for the six months ended June 30, 2024. The Company has historically funded its operations through issuances of equity securities and debt financing. Additionally, from time to time, management evaluates options to enhance the Company’s liquidity position, including the sale of securities, incurrence of debt, or other financing alternatives. Additionally, on August 6, 2024, Company closed on a $40,000 funding of Convertible Notes as defined and further described in Note 15 - Subsequent Events . Based on the Company’s financial position as of the date the condensed consolidated financial statements were issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of equity awards granted to both employees and non-employees, valuation of common stock prior to the close of the Business Combination, revenue recognized over time, AM SAFE and Brookfield SAFE obligations, AM SAFE warrants, the Forward Purchase Agreement and the Private Placement Warrants. The Company uses the percentage of completion for the input method to recognize revenue over time for certain contracts with customers. Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance. Most of our arrangements provide fixed consideration, however, when there are variable consideration elements, the Company estimates the transaction price and whether revenue should be constrained. Significant estimates and judgments are also used when a material right is provided to the customer. In these instances, the Company estimates the stand-alone selling price and apportions the total transaction price to this material right. Refer to the Revenue Recognition section in Note 2 - Summary of Significant Accounting Policies hereunder. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. 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 June 30, 2024 and December 31, 2023, the Company had $62,186 and $75,585 of cash and cash equivalents, respectively. Restricted Cash The Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank. The following represents a reconciliation of Cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of June 30, 2024 and December 31, 2023. As of June 30, 2024 December 31, 2023 Cash and cash equivalents $ 62,186 $ 75,585 Restricted cash (presented within Other current assets) 705 699 Cash, cash equivalents and restricted cash $ 62,891 $ 76,284 Forward Purchase Agreement On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM ARRT H LLC (“ACM”). On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”). ACM and Vellar are together referred to as the “Purchasers.” Pursuant to the FPA, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for approximately $10.16 per share (“Redemption Price”), and the purchase price of $60,096 was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the FPA redemption 3 years from the date of the Business Combination (“Maturity Date”). The 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 day consecutive trading-day period or if the Company is delisted. The share price condition was met on July 1, 2024 (refer to Note 9 - Forward Purchase Agreement) . On any date following the Business Combination, the Purchasers also have the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”). For those shares early terminated (the “Terminated Shares”), the Purchasers will owe the Company an amount equal to the Terminated Shares times the Redemption Price, which may be reduced in the case of certain dilutive events (“Reset Price”). At the Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less 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 Maturity Date. In addition to the Maturity Consideration, on the Maturity Date, the Company shall pay to the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5,079 (the “Share Consideration”), which under the FPA is payable in cash. If the Purchasers were to utilize their Optional Early Termination to terminate the FPA early in its entirety, neither the Maturity Consideration nor the Share Consideration would be due to the Purchasers. The Purchasers’ Optional Early Termination economically results in the prepaid forward contract being akin to a written put option with the Purchasers’ right to sell all or a portion of the 5,916,514 common shares to the Company. The Company is entitled over the 36-month maturity period to either a return of the prepayment or the underlying shares, which the Purchasers will determine at their sole discretion. The FPA consists of three freestanding financial instruments which are accounted for as follows: 1) The total prepayment of $60,547 (“Prepayment Amount”), which is accounted for as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and sale of shares to the Purchasers pursuant to a subscription agreement. 2) The “FPA Put Option” which includes both the in-substance written put option and the portion of the Maturity Consideration in excess of the Minimum Maturity Consideration (as defined below) (the “Variable Maturity Consideration”). The FPA Put Option is a derivative instrument the Company has recorded as a liability and measured at fair value. The initial fair value of the FPA Put Option and subsequent changes in fair value of the FPA Put Option are recorded within Other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss. 3) The “Fixed Maturity Consideration,” which includes the minimum portion of the Maturity Consideration (the “Minimum Maturity Consideration”), calculated as (1) 7,500,000 less 5,916,514 multiplied by (2) $2.00 or $3,167, and the Share Consideration. Both the Minimum Maturity Consideration and the Share Consideration are considered to be free-standing debt instruments and as both will be paid on the same terms and at the same time, these are accounted for together. The Company has elected to measure these using the FVO under ASC 825, Financial Instruments (“ASC 825”). The Fixed Maturity Consideration is recorded as a long-term liability on the condensed consolidated balance sheets. The initial fair value of the Fixed Maturity Consideration and subsequent changes in fair value of the Fixed Maturity Consideration are recorded within Other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss. The Company has filed suit against Vellar under the FPA. See Note 15 - Subsequent Events . 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 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 for sustainable products produced using the Company’s proprietary technologies (referred to as CarbonSmart). Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. Management has evaluated the terms of the Company’s arrangements and determined that they do not contain significant financing components. Biorefining The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of microbes and media. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the cost-to-cost input method for certain engineering services, or the labor hours input method as performance obligations are satisfied. Revenue for the sale of microbes and media is at a point in time, depending on when control transfers to the customer. The Company licenses intellectual property to generate recurring revenue, in the case of running royalties, or one-time revenue, in the case of fixed consideration royalties, when its customers deploy the Company’s technology in their biorefining plants. When licenses are considered to be distinct performance obligations, the recognition of revenue is dependent on the terms of the contract, which may include fixed consideration or royalties based on sales or usage, in which case the revenue is recognized when the subsequent sale or usage occurs or when the performance obligation to which some or all of the sales or usage-based royalty is allocated has been satisfied, whichever is later. Grants received to perform engineering services, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue as the qualifying costs related to the grant are incurred. Joint Development and Contract Research The Company performs R&D services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and contract research, including projects with the U.S. Department of Energy and other US or foreign government agencies. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when payments are contingent upon the achievement of such milestones, or based on percentage-completion method when enforceable rights to payment exist. When no milestones or phases are clearly defined, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606 , and estimates its variable consideration under the expected value method. Revenue is not recognized in advance of customer acceptance of a milestone when such acceptance is contractually required. Payments for R&D services with no contractual payments are not due from customers until a technical report is submitted; therefore, a contract asset is recognized at milestone completion but prior to the submission of a technical report. The contract asset represents the Company’s right to consideration for the services performed at milestone completion. Occasionally, customers provide payments in advance of the Company providing services which creates a contract liability for the Company. The contract liability represents the Company's obligation to provide services to a customer. CarbonSmart The Company purchases ethanol from the customers who have deployed our proprietary technologies in their biorefining plants and sells it and its derivatives as CarbonSmart products. Revenue is recognized at a point in time when control transfers to our end customer, which varies depending on the shipping terms. The Company acts as the principal in such transactions and accordingly, recognizes revenue and cost of revenues on a gross basis. Amounts received for sales of CarbonSmart products are classified as Revenue from sales of CarbonSmart products in the condensed consolidated statements of operations and comprehensive loss. Collaboration Arrangements The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements , which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transaction under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue. Cost of Revenues The Company’s R&D, engineering, and other direct costs of services and goods related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenue. Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits. Research and Development We expense as incurred costs associated with R&D activities other than those related to revenue agreements or those eligible for capitalization under applicable guidance. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access; Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers and grant providers from outside of the United States for the three months ended June 30, 2024 and 2023 was approximately 36% and 84%, respectively. Revenue generated from the Company’s customers and grant providers from outside of the United States for the six months ended June 30, 2024 and 2023 was approximately 43% and 75%, respectively. As of June 30, 2024 and December 31, 2023, approximately 33% and 49%, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers and grant providers located outside the United States. As of June 30, 2024 and December 31, 2023, the value of property, plant, and equipment outside the United States was immaterial. The Company’s revenue by geographic region based on the contracting entities’ location is presented in Note 5 - Revenues . Our largest contracting entities represent 10% or greater of revenue and were as follows for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Customer A 51 % 6 % 35 % 8 % Customer B 17 % 51 % 15 % 42 % |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On February 8, 2023, Legacy LanzaTech and AMCI consummated the merger contemplated by the Merger Agreement (see Note 1 - Description of the Business ). Immediately following the Business Combination, there were 196,222,737 shares of common stock outstanding with a par value of $0.0001. Additionally, there were outstanding warrants to purchase 12,574,200 shares of common stock. As discussed in Note 2 - Summary of Significant Accounting Policies , the Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP. Under this method, while AMCI was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of pre-combination Legacy LanzaTech issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination Legacy LanzaTech. Reported shares and earnings per share available to holders of the Company’s common stock and preferred shares, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination (approximately one pre-combination Legacy LanzaTech share to 4.3747 of the Company’s shares). Upon closing of the Business Combination, the shareholders of AMCI, including AMCI founders, were issued 10,398,374 shares of common stock of the Company. In connection with the closing, holders of 8,351,626 shares of common stock of AMCI were redeemed at a price per share of approximately $10.16. In connection with the Closing, 18,500,000 shares of common stock of the Company were issued to PIPE investors. 15,500,000 of those shares were issued at a price per share of $10.00. The remaining 3,000,000 shares were issued upon conversion of the AM SAFE liability. The Company incurred $7,223 in transaction costs relating to the Business Combination and recorded those costs against Additional paid-in capital in the condensed consolidated balance sheets. The number of shares of Class A common stock issued and outstanding immediately following the consummation of the Business Combination and PIPE financing were: Shares Percentage Legacy LanzaTech shares 167,324,363 85.3 % Public stockholders 10,398,374 5.3 % PIPE shares 18,500,000 9.4 % Total 196,222,737 100 % The following table reconciles the elements of the Business Combination and PIPE financing to the condensed consolidated statements of cash flows for the period ended June 30, 2024: Recapitalization Cash - AMCI trust account 1 $ 64,090 Cash - PIPE financing 155,000 Less: Transaction costs allocated to equity (5,709) Effect of the Business Combination and PIPE financing $ 213,381 __________________ (1) The cash from the AMCI trust account is net of redemptions and the payment of pre-combination AMCI expenses. The following table reconciles the elements of the Business Combination and PIPE financing to the change in Additional paid-in capital on the condensed consolidated statement of changes in redeemable preferred stock and shareholders' equity/deficit: Recapitalization Cash - AMCI trust account $ 64,090 Public Warrants and Private Placement Warrants recorded on the Closing Date (4,624) Cash - PIPE financing 155,000 Conversion of the AM SAFE 29,730 Transaction costs allocated to equity (7,223) $ 236,973 Less: par value of shares held by PIPE investors and public stockholders (3) Total additional paid-in capital from recapitalization $ 236,970 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common stock equivalents of the Company, including equity-classified share-based compensation, the Brookfield SAFE, and warrants, to the extent dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss for basic and diluted earnings per common share $ (27,799) $ (26,786) $ (53,307) $ (90,098) Unpaid cumulative dividends on preferred stock — — — (4,117) Net loss allocated to common shareholders $ (27,799) $ (26,786) $ (53,307) (94,215) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 197,746,569 195,537,601 197,360,539 156,472,730 Net loss per common share, basic and diluted (1) $ (0.14) $ (0.14) $ (0.27) $ (0.60) __________________ (1) In periods in which the Company reports a net loss, all common stock equivalents are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share. As of June 30, 2024 and 2023, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive include the following: June 30, 2024 2023 Options 19,072,207 17,423,238 RSUs 7,885,931 6,901,360 Brookfield SAFE 5,000,000 5,000,000 Warrants 16,657,686 16,657,686 Total 48,615,824 45,982,284 |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Disaggregated Revenue The following table presents disaggregated revenue in the following categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contract Types: Licensing $ 8,541 $ 815 $ 9,121 $ 1,369 Engineering and other services 5,122 8,878 9,578 14,678 Biorefining revenue $ 13,663 $ 9,693 $ 18,699 $ 16,047 Joint development agreements 1,333 1,080 4,205 3,116 Contract research 1,441 1,137 2,914 2,393 Joint development and contract research revenue $ 2,774 $ 2,217 $ 7,119 $ 5,509 CarbonSmart product 938 1,007 1,801 1,007 Total Revenue $ 17,375 $ 12,917 $ 27,619 $ 22,563 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue from partners in collaborative agreements included in the Joint development agreements above $ 1,329 $ 462 $ 3,552 $ 1,550 Revenue from grant contributions included in Engineering and other services above 2,997 6,646 4,153 9,713 The following table presents disaggregation of the Company’s revenues by customer location for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 North America $ 11,131 $ 2,314 $ 15,589 $ 6,547 Europe, Middle East, Africa (EMEA) 5,014 9,646 9,594 14,356 Asia 826 418 2,032 468 Australia 404 539 404 1,192 Total Revenue $ 17,375 $ 12,917 $ 27,619 $ 22,563 Contract balances The following table provides changes in contract assets and liabilities (in thousands): Current Contract Assets Current Contract Liabilities Non-current Contract Liabilities Balance as of December 31, 2023 $ 28,238 $ 3,198 $ 8,233 Additions to unbilled accounts receivable 19,460 — — Increases due to consideration received — 7,089 — Unbilled accounts receivable recognized in trade receivables (20,494) — — Decrease on revaluation on currency (109) (1) (162) Reclassification from long-term to short-term — 1,344 (1,344) Reclassification to revenue as a result of performance obligations satisfied — (8,305) — Additions due to LanzaJet sublicense — 2,687 1,343 Balance as of June 30, 2024 $ 27,095 $ 6,012 $ 8,070 The increase in contract assets was mostly due to unbilled accounts receivable resulting from revenue recorded under contracts with customers and grants where the Company performed engineering and other services, and primarily relates to contracts with government entities. As of June 30, 2024 and December 31, 2023 the Company had $8,162 and $11,157, respectively, of billed accounts receivable, net of allowance. The overall increase in contract liabilities was primarily due to the recognition of the portion of payments in shares received in advance from LanzaJet for the remaining sublicensing performance obligation (refer to Note 6 - Investments for further details). The Company expects to recognize the amounts classified as current contract liabilities in revenue within one year or less and those classified as non-current within two to three years. Remaining performance obligations Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue that will be recognized as revenue in future periods. Transaction price allocated to remaining performance obligations is influenced by several factors, including the length of the contract term compared to the research term and the existence of customer specific acceptance rights. Remaining performance obligations consisted of the following (in thousands): As of June 30, 2024 December 31, 2023 Current $ 6,012 $ 3,198 Non-current 8,070 8,233 Total $ 14,082 $ 11,431 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments HTM Debt Securities Held to maturity (“HTM”) debt securities are comprised of U.S. Treasury bills and notes, Yankee debt securities, and corporate debt securities. HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment. June 30, 2024 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Accrued Interest Short-term Corporate debt securities $ 12,890 $ 2 $ (5) $ 12,887 $ 146 Total debt securities due within a year $ 12,890 $ 2 $ (5) $ 12,887 $ 146 Total HTM Debt Securities $ 12,890 $ 2 $ (5) $ 12,887 $ 146 December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Accrued Interest Short-term US Treasury bills and notes $ 20,423 $ 6 $ — $ 20,429 $ 14 Corporate debt securities 21,736 14 (33) 21,717 209 Yankee debt securities 3,000 — (8) 2,992 43 Total debt securities due within a year $ 45,159 $ 20 $ (41) $ 45,138 $ 266 Total HTM Debt Securities $ 45,159 $ 20 $ (41) $ 45,138 $ 266 The Company regularly reviews held-to-maturity securities for declines in fair values that are determined to be credit related. As of December 31, 2023 and June 30, 2024, the Company did not have an allowance for credit losses related to HTM securities. Equity investments The Company’s equity investments consisted of the following (in thousands): As of June 30, 2024 December 31, 2023 Equity Method Investment in LanzaJet $ 16,592 $ 7,066 Equity Security Investment in SGLT 14,990 14,990 Total Investment $ 31,582 $ 22,056 LanzaJet On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet in connection with an investment agreement (“Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606. The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. Under the LanzaJet Investment Agreement, LanzaTech has a right to receive up to an aggregate of 45,000,000 additional LanzaJet shares for no additional consideration if (i) certain other LanzaJet shareholders make additional investments for the funding of the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet, or (ii) a non-LanzaJet shareholder sublicenses the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waive the requirement on a pro-rata basis. On June 18, 2024, LanzaJet issued to LanzaTech 15,000,000 shares related to the sublicensing of the Company’s technology to a non-LanzaJet shareholder, as the first tranche of the additional consideration per the Investment Agreement. This was accounted for as revenue from contract modification with a cumulative catch-up, net of intra-entity profit elimination, and as an increase in our equity method investment in LanzaJet. As a result, LanzaTech’s ownership in LanzaJet increased to 37.01%. During the three months ended June 30, 2024 and 2023, the Company recognized revenue from the Investment Agreement of $8,541 and $565 respectively, net of intra-entity profit elimination. During the six months ended June 30, 2024 and June 30, 2023, the Company recognized revenue from this arrangement of $9,121 and $1,119 respectively, net of intra-entity profit elimination and has associated deferred revenue of $8,062 and $5,375, as of June 30, 2024 and December 31, 2023, respectively. Net intra-entity profits related to this arrangement were $3,101 and $89 for the three months ended June 30, 2024 and 2023 and $3,193 and $206 for the six months ended June 30, 2024 and 2023, respectively. Intra-entity profits are amortized over a 15-year period through 2034. In connection with the LanzaJet Note Purchase Agreement as described in Note 13 - Related Party Transactions , LanzaJet issued warrants that are exercisable for $0.01 by the holder when the related funds are drawn by LanzaJet. The warrants held by LanzaTech and other lenders meet the accounting criteria for in-substance common stock at the time the related note commitment is drawn by LanzaJet and the warrants become exercisable. LanzaTech committed proportionally fewer funds, and therefore received proportionally fewer warrants than the other investors. Accordingly, when warrants held by other investors become exercisable (and meet the criteria for in-substance common stock), LanzaTech’s ownership is diluted. The Company recorded gain on dilution of $0 and $502 in the three months ended June 30, 2024 and 2023 and $77 and $502 in the six months ended June 30, 2024 and 2023. LanzaTech’s ownership is subject to further dilution if LanzaJet draws additional funds committed in the LanzaJet Note Purchase Agreement and the remaining warrants are exercisable by the holders. The carrying value of our equity method investment in LanzaJet as of June 30, 2024 and December 31, 2023 was approximately $2,800 less than our proportionate share of our equity method investees’ book values, for both periods. The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which we are entitled in exchange for our contribution of intellectual property to LanzaJet as discussed above. The variable consideration we may receive will be in the form of additional ownership interests and the majority of the basis difference will be reversed in connection with recognition of that variable consideration. In connection with a sublicense agreement to LanzaJet under our license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of June 30, 2024 and December 31, 2023. SGLT On September 28, 2011, the Company contributed RMB 25,800 (approx. $4,000) in intellectual property in exchange for 30% of the registered capital of Beijing Shougang LanzaTech Technology Co., LTD (“SGLT”). Since then, the Company’s interest in SGLT’s registered capital decreased to approximately 9.31% as a result of the investment by new investors. The Company accounts for its investment in equity securities of SGLT using the alternative measurement principals as permitted under ASC 321, Investments - Equity Securities, because SGLT's fair value is not readily determinable. For the three and six months ended June 30, 2024 and 2023 , there was no change in the recorded amount of the investment in SGLT. As of June 30, 2024 and December 31, 2023, there were no impairments of equity investments. During the three and six months ended June 30, 2024 and 2023, the Company received no dividends from equity investments. See Note 13 - Related Party Transactions |
SAFE
SAFE | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SAFE | SAFE Brookfield SAFE On October 2, 2022, the Company entered into a SAFE with Brookfield (the "Brookfield SAFE"). Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $50,000 (the “Initial Purchase Amount”). The Brookfield SAFE is legal form debt. Management has elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments . As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as a mark-to-market liability On the fifth anniversary of the Brookfield SAFE, LanzaTech is required to repay in cash the Initial Purchase Amount less any Non-Repayable Amount (the “Remaining Amount”), as well as interest on such Remaining Amount in the high single digits, compounded annually. For each $50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount will be reduced by $5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into LanzaTech Shares at $10.00 per share, which was the share price paid by the PIPE investors in the Business Combination. Interest on the corresponding amount will be forgiven. Each project presented must meet certain criteria in order to be considered a qualifying project. Additionally, Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of LanzaTech capital stock at the same $10.00 per share price. The Brookfield SAFE has not yet converted as a qualifying financing has not yet occurred and no qualified project investments have been presented to Brookfield as of June 30, 2024. As of June 30, 2024 and December 31, 2023, the fair value of the Brookfield SAFE was $9,250 and $25,150 respectively and was recorded within Brookfield SAFE liability on the condensed consolidated balance sheets. Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. There have been no investments in projects as of June 30, 2024 or 2023. |
Stockholders' equity
Stockholders' equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders' equity At-the-Market (“ATM”) Program On May 9, 2024, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) and a Terms Agreement (the “Terms Agreement” and, together with the Sales Agreement, the “ATM Agreements”) with B. Riley Securities, Inc. (“B.Riley Securities”) pursuant to which the Company may, from time to time, offer and sell through or to B. Riley Securities, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of up to $100,000. The shares to be sold pursuant to the ATM Agreements must be registered under an effective registration statement on Form S-3 prior to sale. Sales of common stock under the ATM Agreements, if any, may be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The shares sold in this offering, if any, will be offered through or to B. Riley Securities, acting as agent in connection with agency transactions or as principal in connection with any principal transactions. Pursuant to the Terms Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion, for as long as the Sales Agreement remains effective, to direct B. Riley Securities on any trading day to act on a principal basis and purchase up to $180 per day, up to $900 per week, and up to $40,000 per twelve-month period, subject to any applicable limitations pursuant to the rules and regulations of The Nasdaq Stock Market, LLC (the aggregate amount so purchased by B. Riley Securities under the Terms Agreement, the “Commitment”), which Commitment will be included within the aggregate offering price of up to $100,000 of Common Stock sold pursuant to the ATM Agreements; provided, however, that only one principal sale may be requested per day unless otherwise agreed to by B. Riley Securities. B. Riley Securities will be entitled to receive from the Company a commission in an amount (i) up to 3.0% of the gross sales price per Share sold through it as agent in agency transactions and (ii) equal to 5.0% of the purchase price per Share sold to B. Riley Securities, as principal in principal transactions. The Company has agreed to provide B. Riley Securities with customary indemnification and contribution rights. The Company will also reimburse B. Riley Securities for certain specified expenses as set forth in the Sales Agreement. The Sales Agreement may be terminated by either B. Riley Securities or the Company, as permitted therein. The Sales Agreement will automatically terminate upon the sale of all of the Shares subject to the Sales Agreement. As of June 30, 2024, LanzaTech has not sold any shares through the ATM Agreements. Shortfall Warrants On March 27, 2023, the Company issued an aggregate of 2,073,486 warrants to ACM and 2,010,000 warrants to Vellar pursuant to the Forward Purchase Agreement (collectively, the “Shortfall Warrants”). Each Shortfall Warrant entitles the registered holder to purchase one share of common stock at a price of $10.00 per share, subject to adjustment in the event that the Company sells, grants or otherwise issues common stock or common stock equivalents at an effective price less than the then current exercise price of the Shortfall Warrants, at any time commencing on or after March 27, 2023. A holder of a Shortfall Warrant may exercise such warrants on a cashless basis. The Shortfall Warrants expire on the fifth anniversary of their issuance. On the issuance date, the Shortfall Warrants met the definition of a derivative but did not qualify for the exception from derivative accounting under the indexation guidance and therefore met the criteria for liability classification under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). On May 13, 2023, the Company amended the Shortfall Warrant agreement. Under the amended agreement, the Shortfall Warrants meet the requirements for equity classification under ASC 815-40. Consequently, the Company recorded a gain of $2,042 as of the date of the amendment to reflect the fair value of $3,063 at the date of the amendment through Other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss and reclassified the Shortfall Warrants to Additional paid-in capital on the condensed consolidated balance sheets. Public Warrants and Private Placement Warrants As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors. Each public warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants. Each private sale warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan. The working capital warrants have the same terms as the private sale of warrants issued at the IPO. Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”. On the Closi ng Date and as of June 30, 2024, 7,499,924 Public Warrants and 4,774,276 Private Placement Warrants remained outstanding. These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and became exercisable 30 days after the Business Combination. The Company may redeem the outstanding Public Warrants: a. in whole and not in part; b. at a price of $0.01 per warrant; c. upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and d. if, and only if, the closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. The Company additionally has the ability to redeem the Public Warrants at the option of the Company when the price of common stock exceeds $10.00 per share at a price of $0.10 per warrant. In this scenario, warrant holders may choose to exercise their warrants on a cashless basis during the minimum 30-day notice period, and receive common stock in exchange for their warrants at a rate based on fair value of the common stock and the proximity to the expiration date of the warrants. As long as the Private Placement warrants are held by AMCI Sponsor II LLC (the “Sponsor”) or its permitted transferees, they are not redeemable by LanzaTech. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by LanzaTech in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. The Public Warrants and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value as of the Closing Date, with an offsetting entry to Additional paid-in capital and adjusts the carrying value of the instruments to fair value through Other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss at each reporting period until they are exercised. The Public Warrants and Private Placement Warrants are presented within Warrants on the condensed consolidated balance sheets . |
Forward Purchase Agreement
Forward Purchase Agreement | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Forward Purchase Agreement | Forward Purchase Agreement The FPA consists of the Prepayment Amount, the FPA Put Option and the Fixed Maturity Consideration. The Prepayment Amount of $60,547 is presented as a reduction to Additional paid-in capital in our condensed consolidated balance sheets. The value of the FPA Put Option represents the economics of the written put option, inclusive of the Variable Maturity Consideration, and is valued at $60,503 as of June 30, 2024. The Fixed Maturity Consideration is valued at $8,246 as of June 30, 2024. This represents the fair value of the Share Consideration and Fixed Maturity Consideration and is measured in accordance with the FVO. Expensed transaction costs, representing the stock acquisition fees, in the amount of $451 were recorded in Other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss in the six months ended June 30, 2023. 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 Company has filed suit against Vellar under the FPA. For additional details, refer to Note 15 - Subsequent Events. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of June 30, 2024 and December 31, 2023 (in thousands): Fair Value Measurement as of June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 31,440 $ — $ — $ 31,440 Total assets $ 31,440 $ — $ — $ 31,440 Liabilities: FPA Put Option liability $ — $ — $ 60,503 $ 60,503 Fixed Maturity Consideration — — 8,246 8,246 Brookfield SAFE liability — — 9,250 9,250 Private placement warrants — — 1,766 1,766 Public warrants 1,426 — — 1,426 Total liabilities $ 1,426 $ — $ 79,765 $ 81,191 Fair Value Measurement as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 28,058 $ — $ — $ 28,058 Liabilities: FPA Put Option liability — — 37,523 37,523 Fixed Maturity Consideration — — 7,228 7,228 Brookfield SAFE liability — — 25,150 25,150 Private placement warrants — — 3,915 3,915 Public warrants 3,699 — — 3,699 Total Liabilities $ 3,699 $ — $ 73,816 $ 77,515 Forward Purchase Agreement The fair value upon issuance of the FPA (both the FPA Put Option liability and Fixed Maturity Consideration) and subsequent changes in fair value are included in Other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss in the corresponding period. The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral framework through March 31, 2024. Because the stock price already traded below the threshold of $3.00 per share for 49 days out of 50 trading days during a 60-day consecutive trading-day period, management determined that estimating the fair value of the FPA using an accelerated Maturity Date is 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 is exercised on June 30, 2024. The in-substance written put option was calculated as the repurchase of the Recycled Shares at the Share Price minus the Company’s share price as of June 30, 2024. The Maturity Consideration was calculated as 7,500,000 multiplied by $2.00 or $15,000, which included the Fixed Maturity Consideration calculated as 7,500,000 less the Terminated Shares multiplied by $2.00, or $3,167. Management compared this calculation to the valuation using the prior methodology based on a Monte-Carlo Simulation in a risk-neutral framework, and concluded the difference was not material. The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Stock price $ 1.85 $ 5.03 Term (in years) 0 2.11 Expected volatility N/A 50.0 % Risk-free interest rate N/A 4.16 % Expected dividend yield — % — % The Company has filed suit against Vellar under the FPA. See Note 15 - Subsequent Events. Brookfield SAFE The Brookfield SAFE is legal form debt that the Company has elected to measure using the FVO under ASC 825. As of June 30, 2024, no part of the Brookfield SAFE has converted to Company common shares as no qualifying projects have been presented to Brookfield yet. There were no cash flows associated with the Brookfield SAFE in the three months ended June 30, 2024. As of June 30, 2024, the Company expects to present sufficient projects to Brookfield to result in the Brookfield SAFE being automatically converted into shares. Since the liquidity price was set at the Business Combination, the number of shares that Brookfield receives is fixed. Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the initial purchase amount, divided by the liquidity price, multiplied by the stock price, resulting in an estimated fair value of $9,250 recorded on the condensed consolidated balance sheet. Significant inputs for Level 3 Brookfield SAFE measurement at June 30, 2024 and December 31, 2023 are as follows: June 30, 2024 December 31, 2023 Initial purchase amount $ 50,000 $ 50,000 Liquidity price $ 10.00 $ 10.00 Stock price $ 1.85 $ 5.03 Public Warrants and Private Placement Warrants For the Public Warrants, the Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value. Changes in fair value are recorded in Other (expense) income, net within the condensed consolidated statements of operations and comprehensive loss. The company recognized decreases in the fair value of the liability of $2,273 and $600 during the six months ended June 30, 2024 and 2023, respectively. The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the six months ended June 30, 2024, the Company recognized a decrease in the fair value of $2,148. For the six months ended June 30, 2023, the Company recognized an increase in the fair value of liabilities of approximately $3,199. Changes in fair value are recorded on the condensed consolidated statements of operations and comprehensive loss within Other (expense) income, net. The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Stock price $ 1.85 $ 5.03 Exercise price $ 11.50 $ 11.50 Term (in years) 3.61 4.11 Expected volatility 80.0 % 45.0 % Risk-free interest rate 4.46 % 3.92 % Expected dividend yield — % — % The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands): FPA Put Option Fixed Maturity Consideration Brookfield SAFE Private placement warrants Balance as of January 1, 2024 $ (37,523) $ (7,228) $ (25,150) $ (3,914) (Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss (22,980) (1,018) 15,900 2,148 Balance as of June 30, 2024 $ (60,503) $ (8,246) $ (9,250) $ (1,766) FPA Put Option Fixed Maturity Consideration Shortfall Warrants Warrants on Preferred Shares AM SAFE liability AM SAFE warrant Brookfield SAFE Private placement warrants Balance as of January 1, 2023 $ — $ — $ — $ (2,119) $ (28,986) $ (1,989) $ (50,000) $ — Recognized as a result of the Business Combination — — — — — — — (2,148) (Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss (26,743) (6,737) (3,063) (3,770) (744) 189 15,850 (3,199) Conversion of warrants to preferred shares — — — 5,889 — — — — Conversion of SAFE liability to equity classification — — — — 29,730 — — — Reclassification of warrant to equity — — 3,063 — — 1,800 — — Balance as of June 30, 2023 $ (26,743) $ (6,737) $ — $ — $ — $ — $ (34,150) $ (5,347) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to federal and state income taxes in the United States, as well as income taxes in foreign jurisdictions in which it conducts business. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized for the three and six months ended June 30, 2024 and 2023. The Company recorded an income tax expense of $0 for the three and six months ended June 30, 2024 and 2023, representing an effective tax rate of 0%. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the three and six months ended June 30, 2024 and 2023 is primarily due to a full valuation allowance related to the Company's U.S. and foreign deferred tax assets. The Company reassesses the need for a valuation allowance on a quarterly basis. If it is determined that a portion or all of the valuation allowance is not required, it will generally be a benefit to the income tax provision in the period such determination is made. The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. The Company is subject to audits for tax years 2017 and onward for federal purposes. There are tax years which remain subject to examination in various other state and foreign jurisdictions that are not material to the Company's financial statements. The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. We do not anticipate Pillar 2 to have material impacts on our effective tax rate, financial position or cash flows during the current year. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company adopted the LanzaTech 2023 Long-Term Incentive Plan (the “LTIP”) in conjunction with the closing of the Business Combination. The LTIP provides for grants of a variety of awards to employees, directors, and other service providers to the Company, including, but not limited to stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock-based awards or cash incentives. Prior to the effective date of the closing of the Business Combination, the Company granted awards under the LanzaTech NZ Inc. 2013 Stock Plan, the LanzaTech NZ Inc. 2015 Stock Plan, and the LanzaTech NZ, Inc. 2019 Stock Plan, (collectively, the “Prior Stock Plans”). Equity Classified Awards: RSUs Under the LTIP, the Company has granted two types of RSUs: time-based RSUs, and market-based RSUs. Time-based RSUs granted to employees and other service providers (other than directors) are generally subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in 3 equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to grantee’s continued service through each vesting date. However, vesting will accelerate in certain circumstances (e.g., retirement, death, disability, or a qualified termination in connection with a change in control). Time-based RSUs granted to directors are subject to a one-year vesting schedule and the full award vests on the first anniversary of the vesting commencement date, subject to the director’s continued service through the vesting date. However, vesting will accelerate in certain circumstances (e.g., removal in connection with a change in control). The market-based RSUs have both a time-based and a market-based vesting component. Both components must be met for the award to vest. The market-based RSUs are subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in 3 equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to grantee’s continued service through each vesting date. The market-based vesting component is satisfied if on any date during the period beginning on the 151st date following the vesting commencement date and ending on the fifth anniversary of the vesting commencement date, the average closing price of a share of the Company’s common stock, equals or exceeds $11.50, determined using the closing share price from the 20 trading days preceding such determination date. A summary of the unvested time-based and market-based equity-classified RSUs are presented in the following table: Time-based RSUs Market-based RSUs Shares (in thousands) Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value January 1, 2024 3,155 3.51 3,930 $ 1.69 Granted 2,279 3.08 — — Vested (1,052) 3.44 — — Cancelled/forfeited (242) 3.35 (183) 1.61 June 30, 2024 4,140 3.30 3,747 $ 1.70 The Company recorded compensation expense related to the time-based RSUs of $1,550 and $1,222 for the three months ended June 30, 2024 and 2023, respectively. The Company recorded compensation expense of $2,341 and $1,222 for the six months ended June 30, 2024 and 2023, respectively. Unrecognized compensation costs as of June 30, 2024 were $11,788 and will be recognized over a weighted average of 2.16 years. The Company recorded compensation expense related to the market-based RSUs of $387 and $1,455 for the three months ended June 30, 2024 and 2023, respectively. The Company recorded compensation expense related to the market-based RSUs of $1,114 and $1,455 for the six months ended June 30, 2024 and 2023, respectively. Unrecognized compensation costs as of June 30, 2024 were 1,788 and will be recognized over a weighted average of 1.29 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 Stock option awards outstanding as of June 30, 2024 and changes during the period ended June 30, 2024 were as follows: Shares subject to option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2024 16,412 $ 1.96 Vested and expecting to vest at January 1, 2024 16,412 1.96 Exercisable at January 1, 2024 10,869 1.49 Granted 3,254 3.10 Exercised (186) 1.46 Cancelled/forfeited (408) 3.41 Outstanding at June 30, 2024 19,072 $ 2.13 6.12 $ 6,403 Vested and expecting to vest at June 30, 2024 19,072 2.13 6.12 6,403 Exercisable at June 30, 2024 12,638 $ 1.69 4.75 $ 5,707 The Company recorded compensation expense related to the options of $1,735 and $2,445 for the three months ended June 30, 2024 and 2023, respectively. The Company recorded compensation expense related to the options of $2,842 and $3,209 for the six months ended June 30, 2024 and 2023, respectively. Unrecognized compensation costs as of June 30, 2024 were $11,981 and will be recognized over a weighted average of 2.18 years. Restricted Stock Awards (“RSAs”) Under the Prior Stock Plans, the Company granted RSAs which become eligible to vest upon the satisfaction of a time-based service condition. However, in order to vest, a liquidity event, defined as acquisition, asset transfer, or initial listing, must occur within 10 years from the grant date. Upon a liquidity event, if the participant’s service has not terminated, the entire RSA award vests in full, whether or not previously eligible for vesting. If the participant’s service has terminated and the participant has satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting immediately vest in full upon liquidity event. The time-based service requirements of the RSAs have a maximum term of three years from the date of grant. The Business Combination constituted a “liquidity event” which caused the vesting of all such outstanding, unvested RSAs. The vesting of the RSAs resulted in compensation expense of $2,741 for the six months ended June 30, 2023. In connection with the vesting of these RSAs, certain holders of the RSAs surrendered 771,141 shares in a withhold to cover transaction to fund the payment of applicable tax withholding on their behalf by the Company. This resulted in a total cash payment of $7,650 by the Company to the Internal Revenue Service for the applicable tax withholding associated with this vesting event. Liability-Classified Awards Phantom RSUs Under a phantom equity sub-plan of the LTIP, certain non-US employees of the Company were provided with Phantom RSUs that can only be settled in cash and are therefore recorded as a liability. The Phantom RSUs have a graded vesting schedule and vest in 3 equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements. Grantees are entitled to receive a cash payment equal to the fair market value of a share multiplied by the number of vested Phantom RSUs as of the applicable vesting date. Phantom SARs Under a phantom equity sub-plan of the LTIP, certain non-US employees of the company were provided with Phantom SARs that can only be settled in cash and are therefore recorded as a liability. The Phantom SARs have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements. Phantom SARs expire 10 years after the grant date and entitle the grantee to receive a cash payment upon exercise of the award equal to the excess of the fair market value of a share on the date of exercise over the exercise price multiplied by the number of SARs exercised. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of June 30, 2024 and December 31, 2023, the Company has an equity ownership in LanzaJet and SGLT (see Note 6 - Investments for further details). The table below summarizes amounts related to transactions with these related parties (in thousands): As of June 30, 2024 December 31, 2023 Accounts receivable $ 2,447 $ 2,190 Contract Assets 300 659 Notes receivable 5,610 5,436 Accounts payable 157 582 The following table presents revenue from related parties per disaggregated revenue categories: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue from related parties, included within Licensing $ 8,541 $ 815 $ 9,121 $ 1,369 Revenue from related parties, included within Engineering and other services 332 261 660 680 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, refer to Note 6 - Investments , for more information. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, access to office and laboratory space, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. For the three months ended June 30, 2024 and 2023, the company recognized revenue of approximately $56 and $67, respectively, under the transition services agreement. For the six months ended June 30, 2024 and 2023, the Company recognized revenue from related parties of approximately $87 and $112, respectively, under the transition services agreement. In addition to the licensing and sublicensing of its intellectual property, pursuant to the Investment Agreement as described in Note 6 - Investments , the Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet and other projects whereby LanzaJet is the customer. The Company recognized revenue of $17 and $102, respectively, for the three months ended June 30, 2024 and 2023 The Company recognized revenue of $29 and $440 for the six months ended June 30, 2024 and 2023. In December 2023, LanzaTech sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects. The Company recognized $57 and $115 in deferred profit for the three and six months ended June 30, 2024. LanzaJet Note Purchase Agreement On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147,000 (the “Notes”), comprised of approximately $113,500 aggregate principal amount of 6.00% Senior Secured Notes maturing December 31, 2043 and $33,500 aggregate principal amount of 6.00% Subordinated Secured Notes maturing December 31, 2043. The Company committed to purchase $5,500 of Subordinated Secured Notes, which was funded on May 1, 2023. The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over the intellectual property owned or in-licensed by LanzaJet. Each purchaser of Notes under the Note Purchase Agreement also received a warrant for the right to purchase 575,000 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser for an exercise price of $0.01 per share. The warrants are exercisable when the related loan commitment is funded, and may be exercised until the earlier of the third anniversary following the date the holder’s loan commitment is fully funded, or the end of the availability period as defined in the Note Purchase Agreement if the commitment has not been fully funded. In the case of the Company, LanzaTech received warrants to purchase 316,250 shares of common stock of LanzaJet, which became exercisable by the Company when the note was funded on May 1, 2023. The Company exercised the warrants in January 2024. Upon funding of the Notes, the warrants meet the accounting criteria to be considered in-substance common stock, and are accounted for as part of the equity-method investment. Refer to Note 6 - Investments. The Note Purchase Agreement may be amended with the approval of holders of at least 66 2∕3% of the Notes, except with respect to certain rights that require approval of all holders to amend. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate the payment of its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. SGLT The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, small-size equipment and consulting services. For the three months ended June 30, 2024 and 2023, the Company recognized revenue of approximately $0 and $75, respectively. For the six months ended June 30, 2024 and 2023, the Company recognized revenue of approximately $51 and $75, respectively. The Company also provided engineering services and incurred costs of $270 and $164 for the three months ended June 30, 2024 and 2023, and provided engineering services and incurred costs of $455 and $414 for the six months ended June 30, 2024 and 2023, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in August 2023, to provide SGLT with the right to sublicense the intellectual property that LanzaTech previously licensed to SGLT. In exchange, the Company is entitled to receive fixed licensing consideration, calculated as a percentage of the maximum amount of royalties owed to SGLT from its sublicenses. Prior to June 2023, the Company was only entitled to royalties from SGLT, if SGLT received sublicense royalty payments. For the three and six months ended June 30, 2024, the Company did not recognize any sublicensing revenue. For the three and six months ended June 30, 2023, the Company recognized sublicensing revenues of $249 and $249, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of June 30, 2024 and December 31, 2023, the Company does not have any reasonably possible or probable losses from such claims. The Company has filed suit against Vellar under the FPA. See Note 15 - Subsequent Events . Commitments |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated events occurring subsequent to June 30, 2024 through August 8, 2024, the date the condensed consolidated financial statements were issued, and has identified the following: Vellar lawsuit In relation to the FPA, the Company’s volume-weighted average share price was below $3.00 per share for 50 trading days during the 60 day consecutive trading period ended on July 1, 2024 (the “VWAP Trigger Event”). On July 22, 2024, Vellar (one of the Purchasers) notified the Company of such VWAP Trigger Event, purporting to accelerate the Maturity Date of its portion of the Recycled Shares (i.e., 2,990,000 common shares) to July 22, 2024. Vellar asserts that it is entitled to: (i) the Maturity Consideration of $7,500 (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated Maturity Date of July 22, 2024 of $1.91 per share) and (ii) a Share Consideration of $2,539, payable in cash each due and payable on July 24, 2024. On July 25, 2024 the Company received a notice from Vellar pursuant to the FPA, stating that the Company is in default of its payment obligations. On July 30, 2024, the Company received a notice of an event of default under the FPA from Vellar that (i) designated such date as the early termination date of the FPA and (ii) purports to result in an early termination cash payment of $4,164 becoming due to Vellar (equating to the sum of the Maturity Consideration and the Share Consideration minus the VWAP Price (as defined in the FPA) (as of July 29, 2024) of Vellar’s portion of the Recycled Shares). On July 24, 2024, LanzaTech filed suit against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleges are in breach of the FPA’s requirement that Recycled Shares be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is noticed to the Company as part of an early termination, which Vellar has not done. In the event of a sale of Recycled Shares subject to an optional early termination, the Company is entitled to receive approximately $10.16 for each share sold (see Note 2 - Summary of Significant Accounting Policies ). LanzaTech believes that Vellar’s notice of 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 Maturity Date or early termination of the FPA. The Company intends to vigorously pursue its claims against Vellar. Convertible Notes On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with an accredited investor (the “Investor”) pursuant to which the Company agreed to sell and issue to the Investor and other purchasers in a private placement transaction (the “Private Placement”) in one or more closings up to an aggregate principal amount of $150,000 of Convertible Notes (the “Convertible Notes”). As of August 6, 2024, we issued and sold $40,150 of Convertible Notes to the Investor pursuant to the Convertible Note Purchase Agreement. The gross proceeds from the initial closing are approximately $40,000, before deducting estimated offering expenses. The Convertible Notes bear interest at a fixed rate of 8.00% per annum, which interest will be added to the outstanding principal amount of the Convertible Notes on the last day of the applicable interest period (beginning on the date of issuance of the applicable Convertible Note and ending on and including the earlier of (x) the anniversary date of such issuance and (y) the maturity date, the “Interest Period”); provided, however, that the Company is permitted to pay all interest payable during an Interest Period in cash pursuant to prior written notice to the Convertible Note holder. The Convertible Notes will mature on August 6, 2029 (the “Maturity Date”), unless earlier redeemed or converted in accordance with their terms. The Convertible Notes are subject to mandatory conversion for shares of the Company’s common stock, par value $0.0001 per share, upon the completion by the Company of an equity financing prior to the Maturity Date that results in the Company receiving minimum gross proceeds in an amount that is equal to the greater of (i) $40,000 and (ii) 50% of the total principal amount under the outstanding Convertible Notes immediately following the final closing under the Convertible Note Purchase Agreement (a “Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price per share in the Qualified Equity Financing, less a 10% discount and (ii) the Valuation Cap (as defined below). The Convertible Notes are convertible at the option of the holders upon the completion by the Company of an equity financing prior to the Maturity Date that does not meet the definition of a Qualified Equity Financing (a “Non-Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price in the Non-Qualified Equity Financing and (ii) the Valuation Cap. The Convertible Notes are also convertible at the option of the holders any time prior to the Maturity Date at a conversion price equal to the Valuation Cap. The “Valuation Cap” is defined as, (i) with respect to any conversion of a Convertible Note issued at the initial closing under the Convertible Note Purchase Agreement, the price per share equal $1.52 (which, in the event that the Company has not, within 60 days of the initial closing under the Convertible Note Purchase Agreement, issued Convertible Notes having an aggregate principal amount of at least $80,000, will be adjusted to $1.25 per share), and (ii) with respect to a Convertible Note issued at any closing subsequent to the initial closing under the Convertible Note Purchase Agreement, the price per share equal to the greater of (a) $1.56 and (b) the closing price per share of the Company’s common stock on the date prior to such closing. The Valuation Cap is subject to adjustment based on the Company’s holdings in LanzaJet, Inc., and t he conversion price in all cases is subject to adjustment for stock splits, reclassifications, redesignations, subdivisions, recapitalizations, and dividends. The Convertible Notes contain provisions that preclude conversion if such conversion would result in the issuance of more than 19.9% of the Company’s currently outstanding common stock in the aggregate or in a change of control under Nasdaq marketplace rules, prior to obtaining stockholder approval. Prior to such stockholder approval, a holder may not convert its Convertible Note if the holder, together with its affiliates, would beneficially own more than 19.9% of the number of shares of the Company’s outstanding common stock immediately after giving effect to such exercise. The Company has agreed to use its reasonable best efforts to obtain the required stockholder approvals at a special meeting of its stockholders, to be held no later than 60 days following the date of the initial closing under the Convertible Note Purchase Agreement, subject to certain exceptions. The Convertible Notes may not be prepaid or redeemed by the Company, either in whole or in part, without the consent of the holders of the Convertible Notes representing a majority of the principal amount of all of the Convertible Notes then outstanding (the “Requisite Holders”), provided that the Company may redeem and prepay all then-outstanding Convertible Notes without such consent of the Requisite Holders (i) until August 6, 2025, in an amount equal to one and one half times the redeemed principal amount on the Convertible Notes; (ii) between August 7, 2025 and August 6, 2027, in an amount equal to two times the redeemed principal amount; and (iii) after August 6, 2027, in an amount equal to three times the redeemed principal amount; in all such cases, any and all accrued and unpaid interest on the Convertible Notes to be deemed to have been repaid in connection with the redemption. We continue to seek additional financing under the Convertible Note Purchase Agreement from certain institutional accredited investors with whom we have a preexisting substantive relationship. We currently have no commitments from any such investors to participate in the Private Placement or any other financing. There can be no assurance that we will be successful in our effort to secure additional financing in amounts and on terms acceptable to us. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net income (loss) | $ (27,799) | $ (25,508) | $ (26,786) | $ (63,312) | $ (53,307) | $ (90,098) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. The condensed consolidated financial statements include the accounts of LanzaTech Global, Inc. and its wholly-owned consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in LanzaTech's Annual Report on Form 10-K for the year ended December 31, 2023. The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances: • Legacy LanzaTech stockholders have the largest portion of voting rights (85.3% at the closing of the Business Combination) in the Company; • Legacy LanzaTech’s existing senior management team comprise a portion of senior management of the Company; • The operations of the Company primarily represent operations of Legacy LanzaTech; and • In comparison with AMCI, Legacy LanzaTech has significantly more revenue and total assets. For more information on the Business Combination, see Note 3 - Reverse Recapitalization . |
Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"), the accounting principles, standards, and procedures adopted by the U.S. Securities and Exchange Commission, for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods. The condensed consolidated financial statements include the accounts of LanzaTech Global, Inc. and its wholly-owned consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in LanzaTech's Annual Report on Form 10-K for the year ended December 31, 2023. The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances: • Legacy LanzaTech stockholders have the largest portion of voting rights (85.3% at the closing of the Business Combination) in the Company; • Legacy LanzaTech’s existing senior management team comprise a portion of senior management of the Company; • The operations of the Company primarily represent operations of Legacy LanzaTech; and • In comparison with AMCI, Legacy LanzaTech has significantly more revenue and total assets. For more information on the Business Combination, see Note 3 - Reverse Recapitalization . |
Going Concern | Going Concern The accompanying consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company had cash and cash equivalents of $62,186, short-term held-to-maturity debt investments of $12,890 and an accumulated deficit of $(885,179) as of June 30, 2024 and cash outflows from operations of $(42,942) and a net loss of $(53,307) for the six months ended June 30, 2024. The Company has historically funded its operations through issuances of equity securities and debt financing. Additionally, from time to time, management evaluates options to enhance the Company’s liquidity position, including the sale of securities, incurrence of debt, or other financing alternatives. Additionally, on August 6, 2024, Company closed on a $40,000 funding of Convertible Notes as defined and further described in Note 15 - Subsequent Events . Based on the Company’s financial position as of the date the condensed consolidated financial statements were issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of equity awards granted to both employees and non-employees, valuation of common stock prior to the close of the Business Combination, revenue recognized over time, AM SAFE and Brookfield SAFE obligations, AM SAFE warrants, the Forward Purchase Agreement and the Private Placement Warrants. The Company uses the percentage of completion for the input method to recognize revenue over time for certain contracts with customers. Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance. Most of our arrangements provide fixed consideration, however, when there are variable consideration elements, the Company estimates the transaction price and whether revenue should be constrained. Significant estimates and judgments are also used when a material right is provided to the customer. In these instances, the Company estimates the stand-alone selling price and apportions the total transaction price to this material right. Refer to the Revenue Recognition section in Note 2 - Summary of Significant Accounting Policies hereunder. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of June 30, 2024 and December 31, 2023, the Company had $62,186 and $75,585 of cash and cash equivalents, respectively. Restricted Cash |
Forward Purchase Agreement | Forward Purchase Agreement On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM ARRT H LLC (“ACM”). On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”). ACM and Vellar are together referred to as the “Purchasers.” Pursuant to the FPA, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for approximately $10.16 per share (“Redemption Price”), and the purchase price of $60,096 was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the FPA redemption 3 years from the date of the Business Combination (“Maturity Date”). The 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 day consecutive trading-day period or if the Company is delisted. The share price condition was met on July 1, 2024 (refer to Note 9 - Forward Purchase Agreement) . On any date following the Business Combination, the Purchasers also have the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”). For those shares early terminated (the “Terminated Shares”), the Purchasers will owe the Company an amount equal to the Terminated Shares times the Redemption Price, which may be reduced in the case of certain dilutive events (“Reset Price”). At the Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less 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 Maturity Date. In addition to the Maturity Consideration, on the Maturity Date, the Company shall pay to the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5,079 (the “Share Consideration”), which under the FPA is payable in cash. If the Purchasers were to utilize their Optional Early Termination to terminate the FPA early in its entirety, neither the Maturity Consideration nor the Share Consideration would be due to the Purchasers. The Purchasers’ Optional Early Termination economically results in the prepaid forward contract being akin to a written put option with the Purchasers’ right to sell all or a portion of the 5,916,514 common shares to the Company. The Company is entitled over the 36-month maturity period to either a return of the prepayment or the underlying shares, which the Purchasers will determine at their sole discretion. The FPA consists of three freestanding financial instruments which are accounted for as follows: 1) The total prepayment of $60,547 (“Prepayment Amount”), which is accounted for as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and sale of shares to the Purchasers pursuant to a subscription agreement. 2) The “FPA Put Option” which includes both the in-substance written put option and the portion of the Maturity Consideration in excess of the Minimum Maturity Consideration (as defined below) (the “Variable Maturity Consideration”). The FPA Put Option is a derivative instrument the Company has recorded as a liability and measured at fair value. The initial fair value of the FPA Put Option and subsequent changes in fair value of the FPA Put Option are recorded within Other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from exchange transactions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and grants from non-customers. The Company primarily earns revenue from services related to biorefining (formerly known as carbon capture and transformation) which includes feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts (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 for sustainable products produced using the Company’s proprietary technologies (referred to as CarbonSmart). Revenue is measured based on the consideration specified in a contract with a customer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are between 30-60 days and can vary by customer type and products offered. Management has evaluated the terms of the Company’s arrangements and determined that they do not contain significant financing components. Biorefining The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of microbes and media. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the cost-to-cost input method for certain engineering services, or the labor hours input method as performance obligations are satisfied. Revenue for the sale of microbes and media is at a point in time, depending on when control transfers to the customer. The Company licenses intellectual property to generate recurring revenue, in the case of running royalties, or one-time revenue, in the case of fixed consideration royalties, when its customers deploy the Company’s technology in their biorefining plants. When licenses are considered to be distinct performance obligations, the recognition of revenue is dependent on the terms of the contract, which may include fixed consideration or royalties based on sales or usage, in which case the revenue is recognized when the subsequent sale or usage occurs or when the performance obligation to which some or all of the sales or usage-based royalty is allocated has been satisfied, whichever is later. Grants received to perform engineering services, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue as the qualifying costs related to the grant are incurred. Joint Development and Contract Research The Company performs R&D services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements, and contract research, including projects with the U.S. Department of Energy and other US or foreign government agencies. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when payments are contingent upon the achievement of such milestones, or based on percentage-completion method when enforceable rights to payment exist. When no milestones or phases are clearly defined, management has determined that the cost incurred, input method, is an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606 , and estimates its variable consideration under the expected value method. Revenue is not recognized in advance of customer acceptance of a milestone when such acceptance is contractually required. Payments for R&D services with no contractual payments are not due from customers until a technical report is submitted; therefore, a contract asset is recognized at milestone completion but prior to the submission of a technical report. The contract asset represents the Company’s right to consideration for the services performed at milestone completion. Occasionally, customers provide payments in advance of the Company providing services which creates a contract liability for the Company. The contract liability represents the Company's obligation to provide services to a customer. CarbonSmart The Company purchases ethanol from the customers who have deployed our proprietary technologies in their biorefining plants and sells it and its derivatives as CarbonSmart products. Revenue is recognized at a point in time when control transfers to our end customer, which varies depending on the shipping terms. The Company acts as the principal in such transactions and accordingly, recognizes revenue and cost of revenues on a gross basis. Amounts received for sales of CarbonSmart products are classified as Revenue from sales of CarbonSmart products in the condensed consolidated statements of operations and comprehensive loss. Collaboration Arrangements The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements , which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transaction under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue. |
Cost of Revenues | Cost of Revenues The Company’s R&D, engineering, and other direct costs of services and goods related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenue. Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits. |
Research and Development | Research and Development We expense as incurred costs associated with R&D activities other than those related to revenue agreements or those eligible for capitalization under applicable guidance. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access; Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers and grant providers from outside of the United States for the three months ended June 30, 2024 and 2023 was approximately 36% and 84%, respectively. Revenue generated from the Company’s customers and grant providers from outside of the United States for the six months ended June 30, 2024 and 2023 was approximately 43% and 75%, respectively. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following represents a reconciliation of Cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of June 30, 2024 and December 31, 2023. As of June 30, 2024 December 31, 2023 Cash and cash equivalents $ 62,186 $ 75,585 Restricted cash (presented within Other current assets) 705 699 Cash, cash equivalents and restricted cash $ 62,891 $ 76,284 |
Schedule of Customer Concentration Risk | Our largest contracting entities represent 10% or greater of revenue and were as follows for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Customer A 51 % 6 % 35 % 8 % Customer B 17 % 51 % 15 % 42 % |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The number of shares of Class A common stock issued and outstanding immediately following the consummation of the Business Combination and PIPE financing were: Shares Percentage Legacy LanzaTech shares 167,324,363 85.3 % Public stockholders 10,398,374 5.3 % PIPE shares 18,500,000 9.4 % Total 196,222,737 100 % The following table reconciles the elements of the Business Combination and PIPE financing to the condensed consolidated statements of cash flows for the period ended June 30, 2024: Recapitalization Cash - AMCI trust account 1 $ 64,090 Cash - PIPE financing 155,000 Less: Transaction costs allocated to equity (5,709) Effect of the Business Combination and PIPE financing $ 213,381 __________________ (1) The cash from the AMCI trust account is net of redemptions and the payment of pre-combination AMCI expenses. The following table reconciles the elements of the Business Combination and PIPE financing to the change in Additional paid-in capital on the condensed consolidated statement of changes in redeemable preferred stock and shareholders' equity/deficit: Recapitalization Cash - AMCI trust account $ 64,090 Public Warrants and Private Placement Warrants recorded on the Closing Date (4,624) Cash - PIPE financing 155,000 Conversion of the AM SAFE 29,730 Transaction costs allocated to equity (7,223) $ 236,973 Less: par value of shares held by PIPE investors and public stockholders (3) Total additional paid-in capital from recapitalization $ 236,970 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss for basic and diluted earnings per common share $ (27,799) $ (26,786) $ (53,307) $ (90,098) Unpaid cumulative dividends on preferred stock — — — (4,117) Net loss allocated to common shareholders $ (27,799) $ (26,786) $ (53,307) (94,215) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 197,746,569 195,537,601 197,360,539 156,472,730 Net loss per common share, basic and diluted (1) $ (0.14) $ (0.14) $ (0.27) $ (0.60) __________________ (1) In periods in which the Company reports a net loss, all common stock equivalents are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share. |
Schedule of Antidilutive Securities Excluded from Computation | As of June 30, 2024 and 2023, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive include the following: June 30, 2024 2023 Options 19,072,207 17,423,238 RSUs 7,885,931 6,901,360 Brookfield SAFE 5,000,000 5,000,000 Warrants 16,657,686 16,657,686 Total 48,615,824 45,982,284 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table presents disaggregated revenue in the following categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contract Types: Licensing $ 8,541 $ 815 $ 9,121 $ 1,369 Engineering and other services 5,122 8,878 9,578 14,678 Biorefining revenue $ 13,663 $ 9,693 $ 18,699 $ 16,047 Joint development agreements 1,333 1,080 4,205 3,116 Contract research 1,441 1,137 2,914 2,393 Joint development and contract research revenue $ 2,774 $ 2,217 $ 7,119 $ 5,509 CarbonSmart product 938 1,007 1,801 1,007 Total Revenue $ 17,375 $ 12,917 $ 27,619 $ 22,563 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue from partners in collaborative agreements included in the Joint development agreements above $ 1,329 $ 462 $ 3,552 $ 1,550 Revenue from grant contributions included in Engineering and other services above 2,997 6,646 4,153 9,713 The following table presents disaggregation of the Company’s revenues by customer location for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 North America $ 11,131 $ 2,314 $ 15,589 $ 6,547 Europe, Middle East, Africa (EMEA) 5,014 9,646 9,594 14,356 Asia 826 418 2,032 468 Australia 404 539 404 1,192 Total Revenue $ 17,375 $ 12,917 $ 27,619 $ 22,563 |
Schedule of Changes in Contract Assets and Liabilities | The following table provides changes in contract assets and liabilities (in thousands): Current Contract Assets Current Contract Liabilities Non-current Contract Liabilities Balance as of December 31, 2023 $ 28,238 $ 3,198 $ 8,233 Additions to unbilled accounts receivable 19,460 — — Increases due to consideration received — 7,089 — Unbilled accounts receivable recognized in trade receivables (20,494) — — Decrease on revaluation on currency (109) (1) (162) Reclassification from long-term to short-term — 1,344 (1,344) Reclassification to revenue as a result of performance obligations satisfied — (8,305) — Additions due to LanzaJet sublicense — 2,687 1,343 Balance as of June 30, 2024 $ 27,095 $ 6,012 $ 8,070 |
Schedule of Remaining Performance Obligations | Remaining performance obligations consisted of the following (in thousands): As of June 30, 2024 December 31, 2023 Current $ 6,012 $ 3,198 Non-current 8,070 8,233 Total $ 14,082 $ 11,431 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Debt Securities, Held-To-Maturity | HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment. June 30, 2024 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Accrued Interest Short-term Corporate debt securities $ 12,890 $ 2 $ (5) $ 12,887 $ 146 Total debt securities due within a year $ 12,890 $ 2 $ (5) $ 12,887 $ 146 Total HTM Debt Securities $ 12,890 $ 2 $ (5) $ 12,887 $ 146 December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Accrued Interest Short-term US Treasury bills and notes $ 20,423 $ 6 $ — $ 20,429 $ 14 Corporate debt securities 21,736 14 (33) 21,717 209 Yankee debt securities 3,000 — (8) 2,992 43 Total debt securities due within a year $ 45,159 $ 20 $ (41) $ 45,138 $ 266 Total HTM Debt Securities $ 45,159 $ 20 $ (41) $ 45,138 $ 266 |
Schedule of Investments | The Company’s equity investments consisted of the following (in thousands): As of June 30, 2024 December 31, 2023 Equity Method Investment in LanzaJet $ 16,592 $ 7,066 Equity Security Investment in SGLT 14,990 14,990 Total Investment $ 31,582 $ 22,056 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of June 30, 2024 and December 31, 2023 (in thousands): Fair Value Measurement as of June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 31,440 $ — $ — $ 31,440 Total assets $ 31,440 $ — $ — $ 31,440 Liabilities: FPA Put Option liability $ — $ — $ 60,503 $ 60,503 Fixed Maturity Consideration — — 8,246 8,246 Brookfield SAFE liability — — 9,250 9,250 Private placement warrants — — 1,766 1,766 Public warrants 1,426 — — 1,426 Total liabilities $ 1,426 $ — $ 79,765 $ 81,191 Fair Value Measurement as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 28,058 $ — $ — $ 28,058 Liabilities: FPA Put Option liability — — 37,523 37,523 Fixed Maturity Consideration — — 7,228 7,228 Brookfield SAFE liability — — 25,150 25,150 Private placement warrants — — 3,915 3,915 Public warrants 3,699 — — 3,699 Total Liabilities $ 3,699 $ — $ 73,816 $ 77,515 |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs | The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Stock price $ 1.85 $ 5.03 Term (in years) 0 2.11 Expected volatility N/A 50.0 % Risk-free interest rate N/A 4.16 % Expected dividend yield — % — % Significant inputs for Level 3 Brookfield SAFE measurement at June 30, 2024 and December 31, 2023 are as follows: June 30, 2024 December 31, 2023 Initial purchase amount $ 50,000 $ 50,000 Liquidity price $ 10.00 $ 10.00 Stock price $ 1.85 $ 5.03 The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Stock price $ 1.85 $ 5.03 Exercise price $ 11.50 $ 11.50 Term (in years) 3.61 4.11 Expected volatility 80.0 % 45.0 % Risk-free interest rate 4.46 % 3.92 % Expected dividend yield — % — % |
Schedule of Change in the Fair Value of the Derivative Warrant Liabilities, Measured using Level 3 Inputs | The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands): 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) (Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss (22,980) (1,018) 15,900 2,148 Balance as of June 30, 2024 $ (60,503) $ (8,246) $ (9,250) $ (1,766) FPA Put Option Fixed Maturity Consideration Shortfall Warrants Warrants on Preferred Shares AM SAFE liability AM SAFE warrant Brookfield SAFE Private placement warrants Balance as of January 1, 2023 $ — $ — $ — $ (2,119) $ (28,986) $ (1,989) $ (50,000) $ — Recognized as a result of the Business Combination — — — — — — — (2,148) (Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss (26,743) (6,737) (3,063) (3,770) (744) 189 15,850 (3,199) Conversion of warrants to preferred shares — — — 5,889 — — — — Conversion of SAFE liability to equity classification — — — — 29,730 — — — Reclassification of warrant to equity — — 3,063 — — 1,800 — — Balance as of June 30, 2023 $ (26,743) $ (6,737) $ — $ — $ — $ — $ (34,150) $ (5,347) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units Activity | A summary of the unvested time-based and market-based equity-classified RSUs are presented in the following table: Time-based RSUs Market-based RSUs Shares (in thousands) Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value January 1, 2024 3,155 3.51 3,930 $ 1.69 Granted 2,279 3.08 — — Vested (1,052) 3.44 — — Cancelled/forfeited (242) 3.35 (183) 1.61 June 30, 2024 4,140 3.30 3,747 $ 1.70 |
Schedule of Stock Options Activity | Stock option awards outstanding as of June 30, 2024 and changes during the period ended June 30, 2024 were as follows: Shares subject to option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2024 16,412 $ 1.96 Vested and expecting to vest at January 1, 2024 16,412 1.96 Exercisable at January 1, 2024 10,869 1.49 Granted 3,254 3.10 Exercised (186) 1.46 Cancelled/forfeited (408) 3.41 Outstanding at June 30, 2024 19,072 $ 2.13 6.12 $ 6,403 Vested and expecting to vest at June 30, 2024 19,072 2.13 6.12 6,403 Exercisable at June 30, 2024 12,638 $ 1.69 4.75 $ 5,707 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Related to Transactions with Related Parties | The table below summarizes amounts related to transactions with these related parties (in thousands): As of June 30, 2024 December 31, 2023 Accounts receivable $ 2,447 $ 2,190 Contract Assets 300 659 Notes receivable 5,610 5,436 Accounts payable 157 582 The following table presents revenue from related parties per disaggregated revenue categories: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue from related parties, included within Licensing $ 8,541 $ 815 $ 9,121 $ 1,369 Revenue from related parties, included within Engineering and other services 332 261 660 680 The main transactions with related parties are described below: |
Description of the Business (De
Description of the Business (Details) - plant | Jun. 30, 2024 | Jun. 30, 2023 |
China | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Commercial plants operated | 4 | 3 |
India | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Commercial plants operated | 1 | |
Belgium | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Commercial plants operated | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation and Going Concern (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Aug. 06, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 08, 2023 | |
Voting rights stock held | 85.30% | ||||||||
Cash and cash equivalents | $ 62,186 | $ 62,186 | $ 75,585 | ||||||
Held-to-maturity securities | 12,890 | 12,890 | 45,159 | ||||||
Accumulated deficit | (885,179) | (885,179) | $ (831,872) | ||||||
Net cash used in operating activities | (42,942) | $ (59,116) | |||||||
Net loss | $ (27,799) | $ (25,508) | $ (26,786) | $ (63,312) | $ (53,307) | $ (90,098) | |||
Convertible Debt | Subsequent Event | |||||||||
Proceeds from issuance of convertible debt | $ 40,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 62,186 | $ 75,585 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 62,186 | $ 75,585 | ||
Restricted cash (presented within Other current assets) | 705 | 699 | ||
Cash, cash equivalents and restricted cash | $ 62,891 | $ 76,284 | $ 111,389 | $ 83,710 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Forward Purchase Agreement (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares | Feb. 08, 2023 shares | Feb. 03, 2023 USD ($) financial_instrument tradingDay consecutiveTradingDay $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares |
Derivative [Line Items] | ||||
Shares issued in transaction (in shares) | 196,222,737 | |||
Trigger share price (usd per share) | $ / shares | $ 3 | $ 3 | ||
Trading days | tradingDay | 50 | 50 | ||
Consecutive trading days | consecutiveTradingDay | 60 | 60 | ||
Forward Contracts | ||||
Derivative [Line Items] | ||||
Shares issued in transaction (in shares) | 5,916,514 | |||
Sale of stock price (usd per share) | $ / shares | $ 10.16 | |||
Purchase price | $ | $ 60,096 | |||
Derivative term | 3 years | |||
Number of freestanding financial instruments | financial_instrument | 3 | |||
Forward purchase agreement prepayment | $ | $ 60,547 | |||
Forward Contracts | Maturity Consideration | ||||
Derivative [Line Items] | ||||
Trading days | tradingDay | 30 | |||
Shares to issue (in shares) | 7,500,000 | 7,500,000 | ||
Maturity consideration (usd per share) | $ / shares | $ 2 | $ 2 | ||
Maturity consideration (in shares) | 500,000 | |||
Maturity consideration, amount | $ | $ 5,079 | $ 15 | ||
Forward Contracts | Fixed Maturity Consideration | ||||
Derivative [Line Items] | ||||
Shares to issue (in shares) | 7,500,000 | 7,500,000 | ||
Maturity consideration (usd per share) | $ / shares | $ 2 | $ 2 | ||
Maturity consideration, amount | $ | $ 3,167 | $ 3,167 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue Benchmark | Geographic Concentration Risk | Non-US | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 36% | 84% | 43% | 75% | |
Revenue Benchmark | Customer Concentration Risk | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 51% | 6% | 35% | 8% | |
Revenue Benchmark | Customer Concentration Risk | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 17% | 51% | 15% | 42% | |
Accounts Receivable | Geographic Concentration Risk | Non-US | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 33% | 49% |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 08, 2023 USD ($) $ / shares shares | Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares |
Schedule Of Reverse Recapitalization [Line Items] | |||
Common shares, shares authorized (in shares) | 196,222,737 | 400,000,000 | 400,000,000 |
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Warrants outstanding (in shares) | 12,574,200 | ||
Recapitalization exchange ratio | 4.3747 | ||
Shares issued in transaction (in shares) | 196,222,737 | ||
Recapitalization costs | $ | $ 7,223 | ||
Priced At $10.00 Per Share | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Shares issued in transaction (in shares) | 15,500,000 | ||
Stock repurchased (usd per share) | $ / shares | $ 10 | ||
Public stockholders | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Shares issued in transaction (in shares) | 10,398,374 | ||
AMCI | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Stock repurchased (in shares) | 8,351,626 | ||
Stock repurchased (usd per share) | $ / shares | $ 10.16 | ||
PIPE shares | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Shares issued in transaction (in shares) | 18,500,000 | ||
AM SAFE Liability | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Shares issued in transaction (in shares) | 3,000,000 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Shares (Details) | Feb. 08, 2023 shares |
Schedule Of Reverse Recapitalization [Line Items] | |
Shares issued in transaction (in shares) | 196,222,737 |
Percentage | 100% |
Legacy LanzaTech shares | |
Schedule Of Reverse Recapitalization [Line Items] | |
Shares issued in transaction (in shares) | 167,324,363 |
Percentage | 85.30% |
Public stockholders | |
Schedule Of Reverse Recapitalization [Line Items] | |
Shares issued in transaction (in shares) | 10,398,374 |
Percentage | 5.30% |
PIPE shares | |
Schedule Of Reverse Recapitalization [Line Items] | |
Shares issued in transaction (in shares) | 18,500,000 |
Percentage | 9.40% |
Reverse Recapitalization - Cash
Reverse Recapitalization - Cash Flow Reconciliation (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Reverse Recapitalization [Abstract] | |
Cash - AMCI trust account | $ 64,090 |
Public Warrants and Private Placement Warrants recorded on the Closing Date | (4,624) |
Cash - PIPE financing | 155,000 |
Conversion of the AM SAFE | 29,730 |
Transaction costs allocated to equity | (7,223) |
Proceeds from reverse recapitalization transaction | 236,973 |
Less: Transaction costs allocated to equity | (5,709) |
Less: par value of shares held by PIPE investors and public stockholders | (3) |
Effect of the Business Combination and PIPE financing | 213,381 |
Total additional paid-in capital from recapitalization | $ 236,970 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net loss for basic and diluted earnings per common share | $ (27,799) | $ (25,508) | $ (26,786) | $ (63,312) | $ (53,307) | $ (90,098) |
Unpaid cumulative dividends on preferred stock | 0 | 0 | 0 | (4,117) | ||
Net loss allocated to common shareholders | $ (27,799) | $ (26,786) | $ (53,307) | $ (94,215) | ||
Denominator: | ||||||
Weighted-average shares used in calculating net loss per share, basic (in shares) | 197,746,569 | 195,537,601 | 197,360,539 | 156,472,730 | ||
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 197,746,569 | 195,537,601 | 197,360,539 | 156,472,730 | ||
Net loss per common share, basic (in usd per share) | $ (0.14) | $ (0.14) | $ (0.27) | $ (0.60) | ||
Net loss per common share, diluted (in usd per share) | $ (0.14) | $ (0.14) | $ (0.27) | $ (0.60) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Shares (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 48,615,824 | 45,982,284 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 19,072,207 | 17,423,238 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 7,885,931 | 6,901,360 |
Brookfield SAFE | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 5,000,000 | 5,000,000 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 16,657,686 | 16,657,686 |
Revenues - Disaggregated Revenu
Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 17,375 | $ 12,917 | $ 27,619 | $ 22,563 |
Revenue from partners in collaborative agreements included in the Joint development agreements above | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,329 | 462 | 3,552 | 1,550 |
Biorefining revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 13,663 | 9,693 | 18,699 | 16,047 |
Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,541 | 815 | 9,121 | 1,369 |
Engineering and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,122 | 8,878 | 9,578 | 14,678 |
Revenue from grant contributions included in Engineering and other services above | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,997 | 6,646 | 4,153 | 9,713 |
Joint development and contract research revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,774 | 2,217 | 7,119 | 5,509 |
Joint development agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,333 | 1,080 | 4,205 | 3,116 |
Contract research | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,441 | 1,137 | 2,914 | 2,393 |
CarbonSmart product | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 938 | $ 1,007 | $ 1,801 | $ 1,007 |
Revenues - Disaggregation by Cu
Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 17,375 | $ 12,917 | $ 27,619 | $ 22,563 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11,131 | 2,314 | 15,589 | 6,547 |
Europe, Middle East, Africa (EMEA) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,014 | 9,646 | 9,594 | 14,356 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 826 | 418 | 2,032 | 468 |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 404 | $ 539 | $ 404 | $ 1,192 |
Revenues - Contract Balances (D
Revenues - Contract Balances (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Current Contract Assets | |
Beginning balance | $ 28,238 |
Additions to unbilled accounts receivable | 19,460 |
Unbilled accounts receivable recognized in trade receivables | (20,494) |
Decrease on revaluation on currency | (109) |
Ending balance | 27,095 |
Current Contract Liabilities | |
Beginning balance | 3,198 |
Increases due to consideration received | 7,089 |
Decrease on revaluation on currency | (1) |
Reclassification from long-term to short-term | 1,344 |
Reclassification to revenue as a result of performance obligations satisfied | (8,305) |
Additions due to LanzaJet sublicense | 2,687 |
Ending balance | 6,012 |
Non-current Contract Liabilities | |
Beginning balance | 8,233 |
Decrease on revaluation on currency | (162) |
Reclassification from long-term to short-term | (1,344) |
Additions due to LanzaJet sublicense | 1,343 |
Ending balance | $ 8,070 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Billed accounts receivable, net of allowance | $ 8,162 | $ 11,157 |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Current | $ 6,012 | $ 3,198 |
Non-current | 8,070 | 8,233 |
Total | $ 14,082 | $ 11,431 |
Investments - Held to Maturity
Investments - Held to Maturity Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | $ 12,890 | $ 45,159 |
Gross Unrealized Gains | 2 | 20 |
Gross Unrealized Losses | (5) | (41) |
Estimated Fair Value | 12,887 | 45,138 |
Accrued Interest | 146 | 266 |
US Treasury bills and notes | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 20,423 | |
Gross Unrealized Gains | 6 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 20,429 | |
Accrued Interest | 14 | |
Corporate debt securities | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 12,890 | 21,736 |
Gross Unrealized Gains | 2 | 14 |
Gross Unrealized Losses | (5) | (33) |
Estimated Fair Value | 12,887 | 21,717 |
Accrued Interest | $ 146 | 209 |
Yankee debt securities | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Amortized Cost | 3,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (8) | |
Estimated Fair Value | 2,992 | |
Accrued Interest | $ 43 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ / shares in Units, ¥ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 13, 2020 USD ($) shares | Sep. 28, 2011 USD ($) | Sep. 28, 2011 CNY (¥) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jun. 18, 2024 shares | Nov. 09, 2022 $ / shares | |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Allowance for credit losses related to held-to-maturity securities | $ 0 | $ 0 | $ 0 | |||||||
Equity method investments cost | 0 | $ 288,000 | ||||||||
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ / shares | $ 0.01 | |||||||||
Impairment on equity method investments | 0 | 0 | ||||||||
Dividends from equity investments | 0 | $ 0 | 0 | 0 | ||||||
LanzaJet | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Contribution of intellectual property | $ 15,000,000 | |||||||||
Ownership percentage | 37.50% | 37.01% | ||||||||
Contingent right to receive additional interest (in shares) | shares | 45,000,000 | 15,000,000 | ||||||||
Equity method investments cost | $ 0 | |||||||||
Revenue | 8,541,000 | 565,000 | 9,121,000 | 1,119,000 | ||||||
Deferred revenue | 8,062,000 | $ 8,062,000 | 5,375,000 | |||||||
Profit amortization period | 15 years | |||||||||
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ / shares | $ 0.01 | |||||||||
Gain from equity method investment | 0 | 502,000 | $ 77,000 | 502,000 | ||||||
Carrying value less than proportionate share of book value | 2,800,000 | 2,800,000 | $ 2,800,000 | |||||||
LanzaJet | Intra-entity | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Revenue | $ 3,101,000 | $ 89,000 | $ 3,193,000 | $ 206,000 | ||||||
SGLT | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership percentage | 30% | 30% | 9.31% | 9.31% | ||||||
SGLT | Intellectual Property | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Contribution of intellectual property | $ 4,000,000 | ¥ 25,800 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Equity Method Investment in LanzaJet | $ 16,592 | $ 7,066 |
Equity Security Investment in SGLT | 14,990 | 14,990 |
Total Investment | $ 31,582 | $ 22,056 |
SAFE (Details)
SAFE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 02, 2022 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Brookfield SAFE liability | $ 50,000,000 | ||
Required equity funding for qualifying projects | 50,000,000 | ||
Required equity funding for qualifying projects, remaining amount reduction | $ 5,000,000 | ||
Stock price (usd per share) | $ 11.50 | $ 10 | |
Brookfield SAFE liability | $ 9,250,000 | $ 25,150,000 | |
Required equity funding | $ 500,000 |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||||
May 09, 2024 | May 13, 2023 | Jun. 30, 2024 | Mar. 27, 2023 | Feb. 08, 2023 | Nov. 09, 2022 | |
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ 0.01 | |||||
Warrants outstanding (in shares) | 12,574,200 | |||||
Shortfall Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Price of warrant (usd per share) | $ 10 | |||||
Gain on reclassification | $ 2,042 | |||||
Fair value of shares | $ 3,063 | |||||
Public Warrants and Private Placement Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by each warrant (in shares) | 1 | 1 | ||||
Price of warrant (usd per share) | $ 11.50 | |||||
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ 11.50 | |||||
Threshold period days after the completion of the initial Business Combination for exercise of warrants | 30 days | |||||
Public Warrants and Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Redemption price per public warrant (usd per share) | $ 0.01 | |||||
Redemption period | 30 days | |||||
Trigger price (in dollars per share) | $ 18 | |||||
Threshold trading days for redemption of public warrants | 20 days | |||||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||||
Public Warrants and Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Redemption price per public warrant (usd per share) | $ 0.10 | |||||
Redemption period | 30 days | |||||
Trigger price (in dollars per share) | $ 10 | |||||
Public warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 7,499,924 | 7,499,924 | ||||
Private placement warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 4,774,276 | 4,774,276 | ||||
ACM | Shortfall Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued (in shares) | 2,073,486 | |||||
Vellar Opportunity Fund SPV LLC - Series 10 | Shortfall Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued (in shares) | 2,010,000 | |||||
At Market Issuance Sales | ||||||
Class of Warrant or Right [Line Items] | ||||||
Purchase price | $ 100,000 | |||||
At Market Issuance Sales | B. Riley Securities | ||||||
Class of Warrant or Right [Line Items] | ||||||
Sale of stock, daily limit | 180 | |||||
Sale of stock, weekly limit | 900 | |||||
Sale of stock, yearly limit | $ 40,000 | |||||
Sale of stock, gross sales commission | 3% | |||||
Sale of stock, purchase price sold, commission | 5% |
Forward Purchase Agreement (Det
Forward Purchase Agreement (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares | Feb. 03, 2023 USD ($) tradingDay consecutiveTradingDay $ / shares | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Derivative [Line Items] | |||||
Forward Purchase Agreement prepayment | $ (60,547) | ||||
FPA Put Option liability | $ 60,503 | $ 37,523 | |||
Fixed Maturity Consideration | 8,246 | $ 7,228 | |||
Trigger share price (usd per share) | $ / shares | $ 3 | $ 3 | |||
Trading days | tradingDay | 50 | 50 | |||
Consecutive trading days | consecutiveTradingDay | 60 | 60 | |||
Forward Contracts | |||||
Derivative [Line Items] | |||||
Derivative transaction costs | $ 451 | ||||
Additional Paid-in Capital | |||||
Derivative [Line Items] | |||||
Forward Purchase Agreement prepayment | $ 60,547 | $ (60,547) |
Fair Value - Financial Assets a
Fair Value - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 02, 2022 |
Liabilities: | |||
Brookfield SAFE liability | $ 50,000 | ||
Warrants | $ 3,192 | $ 7,614 | |
Fair Value, Recurring | |||
Assets: | |||
Cash equivalents | 31,440 | 28,058 | |
Total assets | 31,440 | ||
Liabilities: | |||
FPA Put Option liability | 60,503 | 37,523 | |
Fixed Maturity Consideration | 8,246 | 7,228 | |
Brookfield SAFE liability | 9,250 | 25,150 | |
Total liabilities | 81,191 | 77,515 | |
Fair Value, Recurring | Private placement warrants | |||
Liabilities: | |||
Warrants | 1,766 | 3,915 | |
Fair Value, Recurring | Public warrants | |||
Liabilities: | |||
Warrants | 1,426 | 3,699 | |
Fair Value, Recurring | Level 1 | |||
Assets: | |||
Cash equivalents | 31,440 | 28,058 | |
Total assets | 31,440 | ||
Liabilities: | |||
FPA Put Option liability | 0 | 0 | |
Fixed Maturity Consideration | 0 | 0 | |
Brookfield SAFE liability | 0 | 0 | |
Total liabilities | 1,426 | 3,699 | |
Fair Value, Recurring | Level 1 | Private placement warrants | |||
Liabilities: | |||
Warrants | 0 | 0 | |
Fair Value, Recurring | Level 1 | Public warrants | |||
Liabilities: | |||
Warrants | 1,426 | 3,699 | |
Fair Value, Recurring | Level 2 | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Total assets | 0 | ||
Liabilities: | |||
FPA Put Option liability | 0 | 0 | |
Fixed Maturity Consideration | 0 | 0 | |
Brookfield SAFE liability | 0 | 0 | |
Total liabilities | 0 | 0 | |
Fair Value, Recurring | Level 2 | Private placement warrants | |||
Liabilities: | |||
Warrants | 0 | 0 | |
Fair Value, Recurring | Level 2 | Public warrants | |||
Liabilities: | |||
Warrants | 0 | 0 | |
Fair Value, Recurring | Level 3 | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Total assets | 0 | ||
Liabilities: | |||
FPA Put Option liability | 60,503 | 37,523 | |
Fixed Maturity Consideration | 8,246 | 7,228 | |
Brookfield SAFE liability | 9,250 | 25,150 | |
Total liabilities | 79,765 | 73,816 | |
Fair Value, Recurring | Level 3 | Private placement warrants | |||
Liabilities: | |||
Warrants | 1,766 | 3,915 | |
Fair Value, Recurring | Level 3 | Public warrants | |||
Liabilities: | |||
Warrants | $ 0 | $ 0 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares | Feb. 03, 2023 USD ($) tradingDay consecutiveTradingDay $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |||||
Brookfield SAFE liability | $ 9,250 | $ 25,150 | |||
Class of Warrant or Right [Line Items] | |||||
Trigger share price (usd per share) | $ / shares | $ 3 | $ 3 | |||
Maturity Date Acceleration | 49 days | ||||
Trading days | tradingDay | 50 | 50 | |||
Consecutive trading days | consecutiveTradingDay | 60 | 60 | |||
Brookfield SAFE liability | 9,250 | $ 25,150 | |||
Change in fair value of derivative warrant liabilities | (20,322) | $ (4,663) | |||
Other Expense | Public warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Change in fair value of derivative warrant liabilities | 2,273 | 600 | |||
Other Expense | Private placement warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Change in fair value of derivative warrant liabilities | $ 2,148 | $ 3,199 | |||
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 | $ 2 | |||
Maturity consideration, amount | $ 3,167 | $ 3,167 | |||
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 | $ 2 | |||
Maturity consideration, amount | $ 5,079 | $ 15 |
Fair Value - Level 3 Fair Value
Fair Value - Level 3 Fair Value Measurements (Details) $ in Thousands | Jun. 30, 2024 $ / shares USD ($) | Dec. 31, 2023 USD ($) $ / shares |
Stock price (usd per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.85 | 5.03 |
Brookfield SAFE, measurement input | 1.85 | 5.03 |
Stock price (usd per share) | Private placement warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.85 | 5.03 |
Exercise price (usd per share) | Private placement warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 11.50 | 11.50 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0 | 2.11 |
Term (in years) | Private placement warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 3.61 | 4.11 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.500 | |
Expected volatility | Private placement warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.800 | 0.450 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.0416 | |
Risk-free interest rate | Private placement warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0446 | 0.0392 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0 | 0 |
Expected dividend yield | Private placement warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Initial purchase amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Brookfield SAFE, measurement input | $ | 50,000 | 50,000 |
Liquidity price (usd per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Brookfield SAFE, measurement input | 10 | 10 |
Fair Value - Change in Fair Val
Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
FPA Put Option | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ (37,523) | $ 0 |
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss | (22,980) | (26,743) |
Ending balance | (60,503) | (26,743) |
Fixed Maturity Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | (7,228) | 0 |
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss | (1,018) | (6,737) |
Ending balance | (8,246) | (6,737) |
Shortfall Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss | (3,063) | |
Reclassification of warrant to equity | 3,063 | |
Ending balance | 0 | |
Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | (2,119) | |
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss | (3,770) | |
Conversion of warrants to preferred shares | 5,889 | |
Ending balance | 0 | |
AM SAFE liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | (28,986) | |
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss | (744) | |
Conversion of SAFE liability to equity classification | 29,730 | |
Ending balance | 0 | |
AM SAFE warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | (1,989) | |
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss | 189 | |
Reclassification of warrant to equity | 1,800 | |
Ending balance | 0 | |
Brookfield SAFE | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | (25,150) | (50,000) |
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss | 15,900 | 15,850 |
Ending balance | (9,250) | (34,150) |
Private placement warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | (3,914) | 0 |
Recognized as a result of the Business Combination | (2,148) | |
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss | 2,148 | (3,199) |
Ending balance | $ (1,766) | $ (5,347) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Foreign earnings repatriated | $ 0 | $ 0 | $ 0 | $ 0 |
Deferred income taxes recognized | 0 | 0 | 0 | 0 |
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0% | 0% | 0% | 0% |
Statutory tax rate | 21% | 21% | 21% | 21% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) installment day share_type $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) installment day share_type $ / shares shares | Jun. 30, 2023 USD ($) | Oct. 02, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock price (usd per share) | $ / shares | $ 11.50 | $ 11.50 | $ 10 | ||
Share price threshold trading days | 20 days | ||||
RSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of share based stock schemes | share_type | 2 | 2 | |||
Vesting installments | installment | 3 | 3 | |||
Time-based RSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | $ 1,550 | $ 1,222 | $ 2,341 | $ 1,222 | |
Unrecognized compensation costs | $ 11,788 | $ 11,788 | |||
Unrecognized cost, recognition period | 2 years 1 month 28 days | ||||
Time-based RSUs | Employees and Other Service Providers | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Time-based RSUs | Director | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Market-based RSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Vesting component triggering event | day | 151 | 151 | |||
Compensation expense | $ 387 | 1,455 | $ 1,114 | 1,455 | |
Unrecognized compensation costs | 1,788 | $ 1,788 | |||
Unrecognized cost, recognition period | 1 year 3 months 14 days | ||||
Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | 1,735 | $ 2,445 | $ 2,842 | $ 3,209 | |
Unrecognized compensation costs | $ 11,981 | $ 11,981 | |||
Unrecognized cost, recognition period | 2 years 2 months 4 days | ||||
RSAs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | $ 2,741 | ||||
Unrecognized cost, recognition period | 10 years | ||||
Award requisite service period | 3 years | ||||
Shares withheld for tax withholding obligation (in shares) | shares | 771,141 | ||||
Tax payment | $ 7,650 | ||||
Phantom RSU | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting installments | installment | 3 | 3 | |||
Stock Appreciation Rights (SARs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting installments | installment | 3 | 3 | |||
Expiration period | 10 years | ||||
Minimum | Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award requisite service period | 2 years | ||||
Maximum | Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award requisite service period | 5 years |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Time-based RSUs | |
Shares (in thousands) | |
Beginning balance (in shares) | shares | 3,155 |
Granted (in shares) | shares | 2,279 |
Vested (in shares) | shares | (1,052) |
Cancelled/forfeited (in shares) | shares | (242) |
Ending balance (in shares) | shares | 4,140 |
Weighted Average Grant Date Fair Value | |
Beginning balance, weighted average fair value (usd per share) | $ / shares | $ 3.51 |
Granted, weighted average fair value (usd per share) | $ / shares | 3.08 |
Vested, weighted average fair value (usd per share) | $ / shares | 3.44 |
Cancelled/forfeited, weighted average fair value (usd per share) | $ / shares | 3.35 |
Ending balance, weighted average fair value (usd per share) | $ / shares | $ 3.30 |
Market-based RSUs | |
Shares (in thousands) | |
Beginning balance (in shares) | shares | 3,930 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Cancelled/forfeited (in shares) | shares | (183) |
Ending balance (in shares) | shares | 3,747 |
Weighted Average Grant Date Fair Value | |
Beginning balance, weighted average fair value (usd per share) | $ / shares | $ 1.69 |
Granted, weighted average fair value (usd per share) | $ / shares | 0 |
Vested, weighted average fair value (usd per share) | $ / shares | 0 |
Cancelled/forfeited, weighted average fair value (usd per share) | $ / shares | 1.61 |
Ending balance, weighted average fair value (usd per share) | $ / shares | $ 1.70 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Award Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Shares subject to option (thousands) | ||
Beginning balance (in shares) | shares | 16,412 | |
Granted (in shares) | shares | 3,254 | |
Exercised (in shares) | shares | (186) | |
Cancelled/forfeited (in shares) | shares | (408) | |
Ending balance (in shares) | shares | 19,072 | |
Vested and expected to vest (in shares) | shares | 19,072 | 16,412 |
Exercisable (in shares) | shares | 12,638 | 10,869 |
Weighted average exercise price | ||
Beginning balance (usd per share) | $ / shares | $ 1.96 | |
Granted (usd per share) | $ / shares | 3.10 | |
Exercised (usd per share) | $ / shares | 1.46 | |
Cancelled/forfeited (usd per share) | $ / shares | 3.41 | |
Ending balance (usd per share) | $ / shares | 2.13 | |
Vested and expecting to vest (usd per share) | $ / shares | 2.13 | $ 1.96 |
Exercisable (usd per share) | $ / shares | $ 1.69 | $ 1.49 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Outstanding, Weighted average remaining contractual term | 6 years 1 month 13 days | |
Vested and expecting, Weighted average remaining contractual term | 6 years 1 month 13 days | |
Exercisable, Weighted average remaining contractual term | 4 years 9 months | |
Outstanding, Aggregate intrinsic value | $ | $ 6,403 | |
Vested and expecting to vest, Aggregate intrinsic value | $ | 6,403 | |
Exercisable, Aggregate intrinsic value | $ | $ 5,707 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Contract Assets | $ 27,095 | $ 27,095 | $ 28,238 | ||
Total revenue | 17,375 | $ 12,917 | 27,619 | $ 22,563 | |
Licensing | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 8,541 | 815 | 9,121 | 1,369 | |
Engineering and other services | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 5,122 | 8,878 | 9,578 | 14,678 | |
Equity Method Investee | Transactions with Equity Method Investees | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable | 2,447 | 2,447 | 2,190 | ||
Contract Assets | 300 | 300 | 659 | ||
Notes receivable | 5,610 | 5,610 | 5,436 | ||
Accounts payable | 157 | 157 | $ 582 | ||
Related Party | Licensing | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 8,541 | 815 | 9,121 | 1,369 | |
Related Party | Engineering and other services | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | $ 332 | $ 261 | $ 660 | $ 680 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Nov. 09, 2022 | |
Related Party Transaction [Line Items] | |||||
Total revenue | $ 17,375,000 | $ 12,917,000 | $ 27,619,000 | $ 22,563,000 | |
Notes receivable, commitment to purchase | $ 5,500,000 | ||||
Sale of private placement warrants (in shares) | 316,250 | ||||
Class of warrant or right, exercise price of warrants or rights (usd per share) | $ 0.01 | ||||
Senior Secured Notes Receivable | |||||
Related Party Transaction [Line Items] | |||||
Approval of note holders to amend agreement | 66.66% | ||||
One Tranche Of Notes | |||||
Related Party Transaction [Line Items] | |||||
Sale of private placement warrants (in shares) | 575,000 | ||||
Amount of Notes purchased | $ 10,000,000 | ||||
LanzaJet Freedom Pines Fuels LLC | |||||
Related Party Transaction [Line Items] | |||||
Notes receivable, aggregate principal amount | 147,000,000 | ||||
LanzaJet Freedom Pines Fuels LLC | Senior Secured Notes Receivable | |||||
Related Party Transaction [Line Items] | |||||
Notes receivable, aggregate principal amount | $ 113,500,000 | ||||
Line of credit facility, interest rate | 6% | ||||
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% | ||||
Related Party Transition Services Agreement | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 56,000 | 67,000 | 87,000 | 112,000 | |
Related Party Investment Agreement | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 17,000 | 102,000 | 29,000 | 440,000 | |
Deferred profit recognized | 57,000 | 115,000 | |||
Related Party Supply Agreement | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 0 | 75,000 | 51,000 | 75,000 | |
Cost incurred | 270,000 | 164,000 | 455,000 | 414,000 | |
Related Party Licensing Agreement | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | $ 0 | $ 0 | $ 249,000 | $ 249,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Headquarters In Skokie, Illinois | |
Lessee, Lease, Description [Line Items] | |
Lease not yet commenced, liability | $ 136 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 06, 2024 USD ($) day $ / shares | Jul. 22, 2024 USD ($) tradingDay $ / shares shares | Jul. 01, 2024 consecutiveTradingDay tradingDay $ / shares | Mar. 31, 2024 tradingDay consecutiveTradingDay $ / shares | Feb. 08, 2023 $ / shares shares | Feb. 03, 2023 tradingDay consecutiveTradingDay $ / shares | Aug. 05, 2024 USD ($) | Jul. 30, 2024 USD ($) | Jul. 24, 2024 $ / shares | Jun. 30, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Subsequent Event [Line Items] | |||||||||||
Trigger share price (usd per share) | $ 3 | $ 3 | |||||||||
Trading days | tradingDay | 50 | 50 | |||||||||
Consecutive trading days | consecutiveTradingDay | 60 | 60 | |||||||||
Shares issued in transaction (in shares) | shares | 196,222,737 | ||||||||||
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common shares, par value (usd per share) | $ 0.0001 | ||||||||||
Subsequent Event | Convertible Debt | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt face amount | $ | $ 150,000,000 | ||||||||||
Proceeds from issuance of convertible debt, including legal fees | $ | $ 40,150,000 | ||||||||||
Proceeds from issuance of convertible debt | $ | $ 40,000,000 | ||||||||||
Interest rate | 8% | ||||||||||
Total principal amount under the outstanding, percentage | 50% | ||||||||||
Principal outstanding on discount, percentage | 10% | ||||||||||
Convertible, threshold days | day | 60 | ||||||||||
Debt conversion, converted instrument rate, percentage | 19.90% | ||||||||||
Subsequent Event | Convertible Debt | Valuation Cap, Initial closing | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible conversion price (usd per share) | $ 1.52 | ||||||||||
Subsequent Event | Convertible Debt | Valuation Cap, Aggregate principal amount of at least $80 million | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Aggregate principal amount | $ | $ 80,000,000 | ||||||||||
Convertible conversion price (usd per share) | $ 1.25 | ||||||||||
Convertible, threshold days | day | 60 | ||||||||||
Subsequent Event | Convertible Debt | Valuation Cap, Closing subsequent to initial closing | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible conversion price (usd per share) | $ 1.56 | ||||||||||
Subsequent Event | Vellar | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Trigger share price (usd per share) | $ 1.91 | $ 3 | |||||||||
Trading days | tradingDay | 30 | 50 | |||||||||
Consecutive trading days | consecutiveTradingDay | 60 | ||||||||||
Shares issued in transaction (in shares) | shares | 2,990,000 | ||||||||||
Purchase price | $ | $ 7,500,000 | ||||||||||
Share consideration payable in cash | $ | $ 2,539,000 | ||||||||||
Early termination cash payment | $ | $ 4,164,000 | ||||||||||
Sale of stock price (usd per share) | $ 10.16 |