Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | LanzaTech Global, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001843724 |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS | Sep. 30, 2022 USD ($) |
Current assets: | |
Cash and cash equivalents | $ 50,370,000 |
Total current assets | 88,815,000 |
Total assets | 135,590,000 |
Current liabilities: | |
Accounts payable | 1,488,000 |
Total current liabilities | 49,047,000 |
Total liabilities | 62,599,000 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption | 480,631,000 |
Shareholders’ Deficit | |
Common stock | 0 |
Additional paid-in capital | 23,801,000 |
Accumulated deficit | (434,863,000) |
Total shareholders’ deficit | (407,640,000) |
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | 135,590,000 |
AMCI ACQUISITION CORP. II | |
Current assets: | |
Cash and cash equivalents | 7,302 |
Prepaid assets | 277,812 |
Total current assets | 285,114 |
Investments held in trust account | 150,969,468 |
Total assets | 151,254,582 |
Current liabilities: | |
Accounts payable | 1,687,915 |
Accrued expenses | 1,356,763 |
Due to related party | 736,123 |
Capital based tax payable | 331,707 |
Franchise tax payable | 149,639 |
Income tax payable | 54,366 |
Total current liabilities | 4,316,513 |
Deferred underwriting commissions | 200,000 |
Derivative warrant liabilities | 1,543,280 |
Total liabilities | 6,059,793 |
Commitments and Contingencies | |
Shareholders’ Deficit | |
Preferred stock, $0.0001 par value 1,000,000 shares authorized no shares issued or outstanding as of June 30, 2022 and December 31, 2021 | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (5,099,235) |
Total shareholders’ deficit | (5,098,860) |
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | 151,254,582 |
Class A Common Stock Subject to Redemption | |
Current liabilities: | |
Class A common stock subject to possible redemption | 150,293,649 |
Class A Common Stock Subject to Redemption | AMCI ACQUISITION CORP. II | |
Current liabilities: | |
Class A common stock subject to possible redemption | 150,293,649 |
Class A Common Stock Not Subject to Redemption | AMCI ACQUISITION CORP. II | |
Shareholders’ Deficit | |
Common stock | 0 |
Class B Common Stock | AMCI ACQUISITION CORP. II | |
Shareholders’ Deficit | |
Common stock | $ 375 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued (in shares) | 29,521,810 | 29,521,810 |
Temporary equity, shares outstanding (in shares) | 29,521,810 | 29,521,810 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | |
Common shares, shares issued (in shares) | 2,110,346 | 2,106,934 |
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 36,326,815 | 36,326,815 |
Common shares, shares outstanding | 2,110,346 | 2,106,934 |
AMCI ACQUISITION CORP. II | ||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, shares outstanding | 3,750,000 | 3,750,000 |
Class A Common stock | ||
Common stock subject to possible redemption, par value | $ 0.0001 | |
Temporary equity, shares outstanding (in shares) | 15,000,000 | |
Temporary Equity, Redemption Price Per Share | $ 10 | |
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 280,000,000 | 280,000,000 |
Class A Common stock | AMCI ACQUISITION CORP. II | ||
Common stock subject to possible redemption, par value | $ 0.0001 | |
Temporary equity, shares outstanding (in shares) | 15,000,000 | |
Temporary Equity, Redemption Price Per Share | $ 10 | |
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 280,000,000 | 280,000,000 |
Class A Common Stock Subject to Redemption | ||
Common stock subject to possible redemption, par value | $ 0.0001 | |
Temporary equity, shares issued (in shares) | 15,000,000 | 15,000,000 |
Temporary equity, shares outstanding (in shares) | 15,000,000 | 15,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10 | |
Common shares, par value (usd per share) | 0.0001 | |
Class A Common Stock Subject to Redemption | AMCI ACQUISITION CORP. II | ||
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued (in shares) | 15,000,000 | 15,000,000 |
Temporary equity, shares outstanding (in shares) | 15,000,000 | 15,000,000 |
Temporary Equity, Redemption Price Per Share | $ 10 | |
Common shares, par value (usd per share) | $ 0.0001 | |
Class A Common Stock Not Subject to Redemption | ||
Common shares, shares issued (in shares) | 0 | |
Common shares, shares outstanding | 0 | |
Class A Common Stock Not Subject to Redemption | AMCI ACQUISITION CORP. II | ||
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common shares, shares issued (in shares) | 3,750,000 | 3,750,000 |
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, shares outstanding | 3,750,000 | 3,750,000 |
Class B Common Stock | AMCI ACQUISITION CORP. II | ||
Common shares, shares issued (in shares) | 3,750,000 | 3,750,000 |
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Loss from operations | $ (56,223,000) | |||
Other (expense) income: | ||||
Change in fair value of derivative warrant liabilities | (427,000) | |||
Income tax expense | 0 | |||
Net income (loss) | $ (54,974,000) | |||
Weighted average shares outstanding of common stock, basic (in shares) | 2,108,472,000 | |||
Weighted average shares outstanding of common stock, diluted (in shares) | 2,108,472,000 | |||
Basic net income (loss) per common share | $ (39,790) | |||
Diluted net income (loss) per common share | $ (39,790) | |||
AMCI ACQUISITION CORP. II | ||||
General and administrative expenses | $ 876,343 | $ 284,686 | $ 286,255 | $ 3,677,205 |
General and administrative expenses - related party | 30,000 | 20,000 | 20,000 | 90,000 |
Capital base tax expense | 75,797 | 183,578 | ||
Franchise tax expense | 50,411 | 134,845 | 134,845 | 149,639 |
Loss from operations | (1,032,551) | (439,531) | (441,100) | (4,100,422) |
Other (expense) income: | ||||
Change in fair value of derivative warrant liabilities | 1,426,720 | 1,382,900 | 1,382,900 | 4,066,720 |
Gain from extinguishment of deferred underwriting commissions on public warrants | 171,700 | 171,700 | ||
Offering costs allocated to derivative warrant liabilities | (476,450) | (476,450) | ||
Income from investments held in trust account | 733,042 | 2,178 | 2,178 | 972,453 |
Loss before income taxes | 1,298,911 | 469,097 | 467,528 | 1,110,451 |
Income tax expense | 54,366 | 54,366 | ||
Net income (loss) | $ 1,244,545 | $ 469,097 | $ 467,528 | $ 1,056,085 |
Class A Common stock | AMCI ACQUISITION CORP. II | ||||
Other (expense) income: | ||||
Weighted average shares outstanding of common stock, basic (in shares) | 15,000,000 | 9,130,435 | 3,428,571 | 15,000,000 |
Weighted average shares outstanding of common stock, diluted (in shares) | 15,000,000 | 9,130,435 | 3,428,571 | 15,000,000 |
Basic net income (loss) per common share | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 |
Diluted net income (loss) per common share | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 |
Class B Common Stock | AMCI ACQUISITION CORP. II | ||||
Other (expense) income: | ||||
Weighted average shares outstanding of common stock, basic (in shares) | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 |
Weighted average shares outstanding of common stock, diluted (in shares) | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 |
Basic net income (loss) per common share | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 |
Diluted net income (loss) per common share | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | AMCI ACQUISITION CORP. II | Common Stock [Member] | Additional Paid-in Capital | Additional Paid-in Capital AMCI ACQUISITION CORP. II | Accumulated Deficit | Accumulated Deficit AMCI ACQUISITION CORP. II | Class A Common stock | Class A Common stock Common Stock [Member] AMCI ACQUISITION CORP. II | Class B Common Stock Common Stock [Member] AMCI ACQUISITION CORP. II |
Balance at the beginning at Dec. 31, 2019 | $ (276,592,000) | $ 0 | $ 16,354,000 | $ (295,487,000) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (37,713,000) | (37,713,000) | ||||||||
Balance at the end at Dec. 31, 2020 | (311,216,000) | 0 | 18,818,000 | (333,200,000) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (30,591,000) | (30,591,000) | ||||||||
Balance at the end at Sep. 30, 2021 | (339,740,000) | $ (10,318,806) | 0 | 20,914,000 | (363,791,000) | $ (10,319,181) | $ 0 | $ 375 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Dec. 31, 2020 | (311,216,000) | 0 | 18,818,000 | (333,200,000) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (46,689,000) | (46,689,000) | ||||||||
Balance at the end at Dec. 31, 2021 | (354,917,000) | (10,739,596) | 0 | 21,711,000 | $ 0 | (379,889,000) | (10,739,971) | $ 0 | $ 375 | |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Jan. 27, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Jan. 27, 2021 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,569 | $ 431 | |||||||
Issuance of Class B common stock to Sponsor (in shares) | 4,312,500 | |||||||||
Net income (loss) | (1,126) | (1,126) | ||||||||
Balance at the end at Mar. 31, 2021 | 23,874 | 24,569 | (1,126) | $ 0 | $ 431 | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||||
Balance at the beginning at Jan. 27, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Jan. 27, 2021 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 467,528 | |||||||||
Balance at the end at Sep. 30, 2021 | (339,740,000) | (10,318,806) | 0 | 20,914,000 | (363,791,000) | (10,319,181) | $ 0 | $ 375 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Jan. 27, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Jan. 27, 2021 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,569 | $ 431 | |||||||
Issuance of Class B common stock to Sponsor (in shares) | 4,312,500 | |||||||||
Excess cash received over the fair value of the private warrants | 1,085,000 | 1,085,000 | ||||||||
Forfeited shares | 56 | $ (56) | ||||||||
Forfeited shares (in shares) | (562,500) | |||||||||
Contribution from Sponsor upon sale of founder shares to Anchor Investors | 6,509,758 | 6,509,758 | ||||||||
Accretion of Class A common stock subject to possible redemption amount | 18,406,092 | 7,619,383 | 10,786,709 | $ (18,406,092) | ||||||
Net income (loss) | 46,738 | 46,738 | ||||||||
Balance at the end at Dec. 31, 2021 | (354,917,000) | (10,739,596) | 0 | 21,711,000 | 0 | (379,889,000) | (10,739,971) | $ 0 | $ 375 | |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Mar. 31, 2021 | 23,874 | 24,569 | (1,126) | $ 0 | $ 431 | |||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (443) | (443) | ||||||||
Balance at the end at Jun. 30, 2021 | 23,431 | 24,569 | (1,569) | $ 0 | $ 431 | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 4,312,500 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Excess cash received over the fair value of the private warrants | 1,085,000 | 1,085,000 | ||||||||
Forfeited shares | 56 | $ (56) | ||||||||
Forfeited shares (in shares) | (562,500) | |||||||||
Contribution from Sponsor upon sale of founder shares to Anchor Investors | 6,509,758 | 6,509,758 | ||||||||
Accretion of Class A common stock subject to possible redemption amount | (18,406,092) | (7,619,383) | (10,786,709) | |||||||
Net income (loss) | 469,097 | 469,097 | ||||||||
Balance at the end at Sep. 30, 2021 | (339,740,000) | (10,318,806) | 0 | 20,914,000 | (363,791,000) | (10,319,181) | $ 0 | $ 375 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Dec. 31, 2021 | (354,917,000) | (10,739,596) | 0 | 21,711,000 | 0 | (379,889,000) | (10,739,971) | $ 0 | $ 375 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 3,750,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (3,542,722) | (3,542,722) | ||||||||
Balance at the end at Mar. 31, 2022 | (14,282,318) | (14,282,693) | $ 375 | |||||||
Balance at the end (in shares) at Mar. 31, 2022 | 3,750,000 | |||||||||
Balance at the beginning at Dec. 31, 2021 | (354,917,000) | (10,739,596) | 0 | 21,711,000 | 0 | (379,889,000) | (10,739,971) | $ 0 | $ 375 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 3,750,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Extinguishment of deferred underwriting commissions on public shares | 4,900,000 | |||||||||
Net income (loss) | (54,974,000) | 1,056,085 | (54,974,000) | |||||||
Balance at the end at Sep. 30, 2022 | (407,640,000) | (5,098,860) | 0 | 23,801,000 | 0 | (434,863,000) | (5,099,235) | $ 0 | $ 375 | |
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Mar. 31, 2022 | (14,282,318) | (14,282,693) | $ 375 | |||||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,750,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 3,354,262 | 3,354,262 | ||||||||
Balance at the end at Jun. 30, 2022 | (10,928,056) | (10,928,431) | $ 375 | |||||||
Balance at the end (in shares) at Jun. 30, 2022 | 3,750,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Extinguishment of deferred underwriting commissions on public shares | 4,900,000 | 4,878,300 | 4,878,300 | |||||||
Reclass from additional paid-in capital to retained earnings | (4,878,300) | 4,878,300 | ||||||||
Subsequent remeasurement of Class A common stock subject to possible redemption | (293,649) | (293,649) | ||||||||
Net income (loss) | 1,244,545 | 1,244,545 | ||||||||
Balance at the end at Sep. 30, 2022 | $ (407,640,000) | $ (5,098,860) | $ 0 | $ 23,801,000 | $ 0 | $ (434,863,000) | $ (5,099,235) | $ 0 | $ 375 | |
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 3,750,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | May 14, 2022 shares |
Class B Common Stock | Sponsor | AMCI ACQUISITION CORP. II | |
Number of shares surrendered | 718,750 |
Aggregate number of shares owned | 4,312,500 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) loss on change in fair value of SAFE and warrant liabilities | $ 427,000 | |
Changes in operating assets and liabilities: | ||
Net cash used in operating activities | (71,336,000) | |
Cash Flows From Investing Activities: | ||
Net cash used in investing activities | (6,530,000) | |
Cash Flows From Financing Activities: | ||
Net cash provided by financing activities | 23,000 | |
Cash, cash equivalents and restricted cash at beginning of period | 128,732,000 | |
Cash, cash equivalents and restricted cash at end of period | $ 115,700,000 | 51,034,000 |
AMCI ACQUISITION CORP. II | ||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net loss | 467,528 | 1,056,085 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B common stock | 1,000 | |
(Gain) loss on change in fair value of SAFE and warrant liabilities | (1,382,900) | (4,066,720) |
Gain from extinguishment of deferred underwriting commission on public warrants | (171,700) | |
Offering costs allocated to derivative warrant liabilities | 476,450 | |
Income from investments held in the trust account | (2,178) | (972,453) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 49,173 | 244,534 |
Accounts payable | 3,000 | 1,602,381 |
Due to related party | 19,723 | 686,400 |
Accrued expenses | 138,034 | 1,127,030 |
Capital base tax payable | 133,578 | |
Franchise tax payable | 134,845 | (38,598) |
Income tax payable | 54,366 | |
Net cash used in operating activities | (95,325) | (345,097) |
Cash Flows From Investing Activities: | ||
Cash deposited in trust account | (150,000,000) | |
Investment income released from Trust Account | 9,000 | |
Net cash used in investing activities | (150,000,000) | 9,000 |
Cash Flows From Financing Activities: | ||
Proceeds from note payable to related party | 1,000 | |
Proceeds received from initial public offering, gross | 150,000,000 | |
Proceeds received from private placement | 852,416 | |
Net cash provided by financing activities | 150,853,416 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 758,091 | (336,097) |
Cash, cash equivalents and restricted cash at beginning of period | 0 | 343,399 |
Cash, cash equivalents and restricted cash at end of period | 758,091 | 7,302 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in notes payable | 1,968,784 | |
Offering costs included in accrued expenses | 30,000 | |
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 24,000 | |
Prepaid expenses paid by related party under note payable and advances | 677,800 | |
Repayment of note payable and advances by Sponsor in exchange for issuance of private placement warrants | 2,647,584 | |
Deferred underwriting commissions in connection with the initial public offering | 5,250,000 | |
Value of Class B common stock transferred to Anchor Investors at initial public offering | $ 6,509,758 | |
Extinguishment of deferred underwriting commissions on public shares | $ 4,878,300 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 50,370,000 | $ 128,318,000 |
Prepaid assets | 1,503,000 | |
Total current assets | 88,815,000 | 148,675,000 |
Total assets | 135,590,000 | 193,011,000 |
Current liabilities: | ||
Accounts payable | 1,488,000 | 2,444,000 |
Total current liabilities | 49,047,000 | 49,290,000 |
Total liabilities | 62,599,000 | 67,297,000 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption | 480,631,000 | 480,631,000 |
Shareholders’ Deficit | ||
Common stock | 0 | 0 |
Additional paid-in capital | 23,801,000 | 21,711,000 |
Accumulated deficit | (434,863,000) | (379,889,000) |
Total shareholders’ deficit | (407,640,000) | (354,917,000) |
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | 135,590,000 | 193,011,000 |
AMCI ACQUISITION CORP. II | ||
Current assets: | ||
Cash and cash equivalents | 7,302 | 343,399 |
Prepaid assets | 277,812 | 337,534 |
Total current assets | 285,114 | 680,933 |
Prepaid expenses - long-term | 184,812 | |
Investments held in trust account | 150,969,468 | 150,006,015 |
Total assets | 151,254,582 | 150,871,760 |
Current liabilities: | ||
Accounts payable | 1,687,915 | 85,534 |
Accrued expenses | 1,356,763 | 229,733 |
Due to related party | 736,123 | 49,723 |
Capital based tax payable | 331,707 | 198,129 |
Franchise tax payable | 149,639 | 188,237 |
Total current liabilities | 4,316,513 | 751,356 |
Deferred underwriting commissions | 200,000 | 5,250,000 |
Derivative warrant liabilities | 1,543,280 | 5,610,000 |
Total liabilities | 6,059,793 | 11,611,356 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption | 150,000,000 | |
Shareholders’ Deficit | ||
Preferred stock, $0.0001 par value 1,000,000 shares authorized no shares issued or outstanding as of June 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (5,099,235) | (10,739,971) |
Total shareholders’ deficit | (5,098,860) | (10,739,596) |
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | 151,254,582 | 150,871,760 |
Class A Common stock | ||
Current liabilities: | ||
Class A common stock subject to possible redemption | 150,000,000 | |
Class A Common stock | AMCI ACQUISITION CORP. II | ||
Shareholders’ Deficit | ||
Common stock | 0 | |
Class A Common Stock Subject to Redemption | ||
Current liabilities: | ||
Class A common stock subject to possible redemption | 150,293,649 | 150,000,000 |
Class A Common Stock Subject to Redemption | AMCI ACQUISITION CORP. II | ||
Current liabilities: | ||
Class A common stock subject to possible redemption | 150,293,649 | 150,000,000 |
Class A Common Stock Not Subject to Redemption | AMCI ACQUISITION CORP. II | ||
Shareholders’ Deficit | ||
Common stock | 0 | 0 |
Class B Common Stock | AMCI ACQUISITION CORP. II | ||
Shareholders’ Deficit | ||
Common stock | $ 375 | $ 375 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021 $ / shares shares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common shares, shares authorized (in shares) | 36,326,815 |
Common shares, shares issued (in shares) | 2,106,934 |
Common shares, shares outstanding | 2,106,934 |
Common shares, par value (usd per share) | $ / shares | $ 0.0001 |
Temporary equity, shares issued (in shares) | 29,521,810 |
Temporary equity, shares outstanding (in shares) | 29,521,810 |
Common stock subject to possible redemption, par value | $ / shares | $ 0.0001 |
Class A Common stock | |
Common shares, shares authorized (in shares) | 280,000,000 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Common shares, par value (usd per share) | $ / shares | $ 0.0001 |
Temporary equity, shares outstanding (in shares) | 15,000,000 |
Common stock subject to possible redemption, par value | $ / shares | $ 0.0001 |
Class A Common Stock Subject to Redemption | |
Temporary Equity, Redemption Price Per Share | $ / shares | 10 |
Common shares, par value (usd per share) | $ / shares | $ 0.0001 |
Temporary equity, shares issued (in shares) | 15,000,000 |
Temporary equity, shares outstanding (in shares) | 15,000,000 |
Common stock subject to possible redemption, par value | $ / shares | $ 0.0001 |
Class A Common Stock Not Subject to Redemption | |
Common shares, shares issued (in shares) | 0 |
Common shares, shares outstanding | 0 |
Class B Common Stock | |
Common shares, shares authorized (in shares) | 20,000,000 |
Common shares, shares issued (in shares) | 3,750,000 |
Common shares, shares outstanding | 3,750,000 |
Common shares, par value (usd per share) | $ / shares | $ 0.0001 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Loss from operations | $ (56,223,000) | ||||
Other (expense) income: | |||||
Change in fair value of derivative warrant liabilities | (427,000) | ||||
Net income (loss) | $ (54,974,000) | ||||
Weighted-average number of common shares outstanding - basic (in shares) | 2,108,472,000 | ||||
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 2,108,472,000 | ||||
Net loss per common share - basic (usd per share) | $ (39,790) | ||||
Net loss per common share - diluted (usd per share) | $ (39,790) | ||||
AMCI ACQUISITION CORP. II | |||||
General and administrative expenses | $ 876,343 | $ 284,686 | $ 286,255 | $ 3,677,205 | $ 951,461 |
General and administrative expenses - related party | 30,000 | 20,000 | 20,000 | 90,000 | 50,000 |
Capital base tax expense | 75,797 | 183,578 | 198,129 | ||
Franchise tax expense | 50,411 | 134,845 | 134,845 | 149,639 | 188,237 |
Loss from operations | (1,032,551) | (439,531) | (441,100) | (4,100,422) | (1,387,827) |
Other (expense) income: | |||||
Change in fair value of derivative warrant liabilities | 1,426,720 | 1,382,900 | 1,382,900 | 4,066,720 | 1,905,000 |
Offering costs allocated to derivative warrant liabilities | (476,450) | (476,450) | (476,450) | ||
Income from investments held in trust account | 733,042 | 2,178 | 2,178 | 972,453 | 6,015 |
Net income (loss) | $ 1,244,545 | $ 469,097 | $ 467,528 | $ 1,056,085 | $ 46,738 |
Class A Common stock | AMCI ACQUISITION CORP. II | |||||
Other (expense) income: | |||||
Weighted-average number of common shares outstanding - basic (in shares) | 15,000,000 | 9,130,435 | 3,428,571 | 15,000,000 | 4,690,909 |
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 15,000,000 | 9,130,435 | 3,428,571 | 15,000,000 | 4,690,909 |
Net loss per common share - basic (usd per share) | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 |
Net loss per common share - diluted (usd per share) | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 |
Class B Common Stock | AMCI ACQUISITION CORP. II | |||||
Other (expense) income: | |||||
Weighted-average number of common shares outstanding - basic (in shares) | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 |
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 |
Net loss per common share - basic (usd per share) | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 |
Net loss per common share - diluted (usd per share) | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | AMCI ACQUISITION CORP. II | Common Stock [Member] | Additional Paid-in Capital | Additional Paid-in Capital AMCI ACQUISITION CORP. II | Accumulated Deficit | Accumulated Deficit AMCI ACQUISITION CORP. II | Class A Common stock | Class A Common stock Common Stock [Member] AMCI ACQUISITION CORP. II | Class B Common Stock Common Stock [Member] AMCI ACQUISITION CORP. II |
Balance at the beginning at Dec. 31, 2019 | $ (276,592,000) | $ 0 | $ 16,354,000 | $ (295,487,000) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (37,713,000) | (37,713,000) | ||||||||
Balance at the end at Dec. 31, 2020 | (311,216,000) | 0 | 18,818,000 | (333,200,000) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (30,591,000) | (30,591,000) | ||||||||
Balance at the end at Sep. 30, 2021 | (339,740,000) | $ (10,318,806) | 0 | 20,914,000 | (363,791,000) | $ (10,319,181) | $ 0 | $ 375 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Dec. 31, 2020 | (311,216,000) | 0 | 18,818,000 | (333,200,000) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (46,689,000) | (46,689,000) | ||||||||
Balance at the end at Dec. 31, 2021 | (354,917,000) | (10,739,596) | 0 | 21,711,000 | $ 0 | (379,889,000) | (10,739,971) | $ 0 | $ 375 | |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Jan. 27, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Jan. 27, 2021 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,569 | $ 431 | |||||||
Issuance of Class B common stock to Sponsor (in shares) | 4,312,500 | |||||||||
Net loss | (1,126) | (1,126) | ||||||||
Balance at the end at Mar. 31, 2021 | 23,874 | 24,569 | (1,126) | $ 0 | $ 431 | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||||
Balance at the beginning at Jan. 27, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Jan. 27, 2021 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 467,528 | |||||||||
Balance at the end at Sep. 30, 2021 | (339,740,000) | (10,318,806) | 0 | 20,914,000 | (363,791,000) | (10,319,181) | $ 0 | $ 375 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Jan. 27, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Jan. 27, 2021 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,569 | $ 431 | |||||||
Issuance of Class B common stock to Sponsor (in shares) | 4,312,500 | |||||||||
Excess cash received over the fair value of the private warrants | 1,085,000 | 1,085,000 | ||||||||
Forfeited shares | 56 | $ (56) | ||||||||
Forfeited shares (in shares) | (562,500) | |||||||||
Contribution from Sponsor upon sale of founder shares to Anchor Investors | 6,509,758 | 6,509,758 | ||||||||
Accretion of Class A common stock subject to possible redemption amount | (18,406,092) | (7,619,383) | (10,786,709) | $ 18,406,092 | ||||||
Net loss | 46,738 | 46,738 | ||||||||
Balance at the end at Dec. 31, 2021 | (354,917,000) | (10,739,596) | 0 | 21,711,000 | 0 | (379,889,000) | (10,739,971) | $ 0 | $ 375 | |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Mar. 31, 2021 | 23,874 | 24,569 | (1,126) | $ 0 | $ 431 | |||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (443) | (443) | ||||||||
Balance at the end at Jun. 30, 2021 | 23,431 | 24,569 | (1,569) | $ 0 | $ 431 | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 4,312,500 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Excess cash received over the fair value of the private warrants | 1,085,000 | 1,085,000 | ||||||||
Forfeited shares | 56 | $ (56) | ||||||||
Forfeited shares (in shares) | (562,500) | |||||||||
Contribution from Sponsor upon sale of founder shares to Anchor Investors | 6,509,758 | 6,509,758 | ||||||||
Accretion of Class A common stock subject to possible redemption amount | 18,406,092 | 7,619,383 | 10,786,709 | |||||||
Net loss | 469,097 | 469,097 | ||||||||
Balance at the end at Sep. 30, 2021 | (339,740,000) | (10,318,806) | 0 | 20,914,000 | (363,791,000) | (10,319,181) | $ 0 | $ 375 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Dec. 31, 2021 | (354,917,000) | (10,739,596) | 0 | 21,711,000 | 0 | (379,889,000) | (10,739,971) | $ 0 | $ 375 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 3,750,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (3,542,722) | (3,542,722) | ||||||||
Balance at the end at Mar. 31, 2022 | (14,282,318) | (14,282,693) | $ 375 | |||||||
Balance at the end (in shares) at Mar. 31, 2022 | 3,750,000 | |||||||||
Balance at the beginning at Dec. 31, 2021 | (354,917,000) | (10,739,596) | 0 | 21,711,000 | 0 | (379,889,000) | (10,739,971) | $ 0 | $ 375 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 3,750,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (54,974,000) | 1,056,085 | (54,974,000) | |||||||
Balance at the end at Sep. 30, 2022 | (407,640,000) | (5,098,860) | 0 | 23,801,000 | 0 | (434,863,000) | (5,099,235) | $ 0 | $ 375 | |
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 3,750,000 | ||||||||
Balance at the beginning at Mar. 31, 2022 | (14,282,318) | (14,282,693) | $ 375 | |||||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,750,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 3,354,262 | 3,354,262 | ||||||||
Balance at the end at Jun. 30, 2022 | (10,928,056) | (10,928,431) | $ 375 | |||||||
Balance at the end (in shares) at Jun. 30, 2022 | 3,750,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 1,244,545 | 1,244,545 | ||||||||
Balance at the end at Sep. 30, 2022 | $ (407,640,000) | $ (5,098,860) | $ 0 | $ 23,801,000 | $ 0 | $ (434,863,000) | $ (5,099,235) | $ 0 | $ 375 | |
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 3,750,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
(Gain) loss on change in fair value of SAFE and warrant liabilities | $ 427,000 | $ 699,000 | $ 563,000 | ||||
Changes in operating assets and liabilities: | |||||||
Net cash used in operating activities | (71,336,000) | (26,718,000) | (42,591,000) | ||||
Cash Flows From Investing Activities: | |||||||
Net cash used in investing activities | (6,530,000) | (4,201,000) | (5,747,000) | ||||
Cash Flows From Financing Activities: | |||||||
Proceeds received from private placement | 30,000,000 | ||||||
Net cash provided by financing activities | 23,000 | 85,959,000 | 116,015,000 | ||||
Cash, cash equivalents and restricted cash at beginning of period | 128,732,000 | 60,909,000 | 60,909,000 | ||||
Cash, cash equivalents and restricted cash at end of period | $ 51,034,000 | $ 115,700,000 | $ 115,700,000 | 51,034,000 | 115,700,000 | $ 128,732,000 | 128,732,000 |
AMCI ACQUISITION CORP. II | |||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net loss | 467,528 | 1,056,085 | 46,738 | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B common stock | 1,000 | 1,000 | |||||
(Gain) loss on change in fair value of SAFE and warrant liabilities | (1,426,720) | (1,382,900) | (1,382,900) | (4,066,720) | (1,905,000) | ||
Offering costs allocated to derivative warrant liabilities | 476,450 | 476,450 | 476,450 | ||||
Income from investments held in the trust account | (733,042) | (2,178) | (2,178) | (972,453) | (6,015) | ||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 49,173 | 244,534 | 155,454 | ||||
Accounts payable | 3,000 | 1,602,381 | 85,534 | ||||
Due to related party | 49,723 | ||||||
Cash deposited in Trust Account | (150,000,000) | ||||||
Accrued expenses | 138,034 | 1,127,030 | 199,733 | ||||
Capital base tax payable | 133,578 | 198,129 | |||||
Franchise tax payable | 134,845 | (38,598) | 188,237 | ||||
Net cash used in operating activities | (95,325) | (345,097) | (510,017) | ||||
Cash Flows From Investing Activities: | |||||||
Investment income released from Trust Account | 9,000 | (150,000,000) | |||||
Net cash used in investing activities | (150,000,000) | 9,000 | (150,000,000) | ||||
Cash Flows From Financing Activities: | |||||||
Proceeds from note payable to related party | 1,000 | 1,000 | |||||
Proceeds received from initial public offering, gross | 150,000,000 | 150,000,000 | |||||
Proceeds received from private placement | 852,416 | 852,416 | |||||
Net cash provided by financing activities | 150,853,416 | 150,853,416 | |||||
Net (decrease) increase in cash, cash equivalents and restricted cash | 758,091 | (336,097) | 343,399 | ||||
Cash, cash equivalents and restricted cash at beginning of period | 0 | 343,399 | 0 | ||||
Cash, cash equivalents and restricted cash at end of period | $ 7,302 | $ 758,091 | 758,091 | $ 7,302 | $ 758,091 | 343,399 | $ 343,399 |
Supplemental disclosure of noncash activities: | |||||||
Offering costs included in notes payable | 1,968,784 | ||||||
Offering costs included in accrued expenses | 30,000 | 30,000 | |||||
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 24,000 | 24,000 | |||||
Offering costs included in notes payable | 1,968,784 | ||||||
Prepaid expenses paid by related party under note payable and advances | 677,800 | 677,800 | |||||
Repayment of note payable and advances by Sponsor in exchange for issuance of private placement warrants | 2,647,584 | 2,647,584 | |||||
Deferred underwriting commissions in connection with the initial public offering | 5,250,000 | 5,250,000 | |||||
Value of Class B common stock transferred to Anchor Investors at initial public offering | $ 6,509,758 | $ 6,509,758 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 50,370,000 | $ 128,318,000 |
Trade and other receivables, net of allowance | 11,588,000 | 2,878,000 |
Contract assets | 14,848,000 | 11,700,000 |
Other current assets | 12,009,000 | 5,779,000 |
Total current assets | 88,815,000 | 148,675,000 |
Property, plant and equipment, net | 16,645,000 | 14,148,000 |
Right of use assets | 3,343,000 | 4,686,000 |
Equity method investments | 11,047,000 | 24,752,000 |
Equity Security Investment | 14,990,000 | 0 |
Other non-current assets | 750,000 | 750,000 |
Total assets | 135,590,000 | 193,011,000 |
Current liabilities: | ||
Accounts payable | 1,488,000 | 2,444,000 |
Other accrued liabilities | 8,064,000 | 7,059,000 |
SAFE liability | 27,221,000 | 28,271,000 |
Warrants | 2,022,000 | 1,729,000 |
Contract liabilities | 2,968,000 | 3,476,000 |
Accrued salaries and wages | 5,079,000 | 4,261,000 |
Current lease liabilities | 2,205,000 | 2,050,000 |
Total current liabilities | 49,047,000 | 49,290,000 |
Non-current lease liabilities | 1,610,000 | 3,283,000 |
Non-current contract liabilities | 11,119,000 | 13,901,000 |
Other long-term liabilities | 823,000 | 823,000 |
Total liabilities | 62,599,000 | 67,297,000 |
Commitments and Contingencies | ||
Redeemable convertible preferred stock, $0.0001 par value | 480,631,000 | 480,631,000 |
Shareholders’ Deficit | ||
Common stock | 0 | 0 |
Additional paid-in capital | 23,801,000 | 21,711,000 |
Accumulated other comprehensive income | 3,422,000 | 3,261,000 |
Accumulated deficit | (434,863,000) | (379,889,000) |
Total shareholders’ deficit | (407,640,000) | (354,917,000) |
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | $ 135,590,000 | $ 193,011,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||||
Temporary equity par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary equity, shares authorized (in shares) | 29,747,033 | 29,747,033 | 26,112,823 | ||
Temporary equity, shares issued (in shares) | 29,521,810 | 29,521,810 | 25,729,542 | ||
Temporary equity, shares outstanding (in shares) | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 |
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized (in shares) | 36,326,815 | 36,326,815 | 36,326,815 | ||
Common shares, shares issued (in shares) | 2,110,346 | 2,106,934 | 1,656,415 | ||
Common shares, shares outstanding | 2,110,346 | 2,106,934 | 1,656,415 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||||
Revenue from contracts with customers | $ 21,932,000 | $ 13,317,000 | $ 18,871,000 | $ 12,987,000 | |
Revenue from collaborative arrangements | 1,733,000 | 2,662,000 | 3,337,000 | 1,163,000 | |
Revenue from related party transactions | 2,116,000 | 2,348,000 | 3,253,000 | 4,203,000 | |
Revenues | 25,781,000 | 18,327,000 | 25,461,000 | 18,353,000 | |
Cost and operating expenses: | |||||
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | (18,162,000) | (8,480,000) | (13,167,000) | (8,185,000) | |
Research and development expense | (39,858,000) | (29,223,000) | (44,229,000) | (34,454,000) | |
Depreciation expense | (3,433,000) | (2,763,000) | (3,806,000) | (2,979,000) | |
Selling, general and administrative expense | (19,482,000) | (11,595,000) | (13,216,000) | (9,029,000) | |
Total cost and operating expenses | (82,004,000) | (53,571,000) | (76,480,000) | (58,054,000) | |
Loss from operations | (56,223,000) | (35,244,000) | (51,019,000) | (39,701,000) | |
Other (expense) income: | |||||
Interest income (expense), net | 3,000 | (5,000) | (7,000) | (351,000) | |
Gain on extinguishment of debt | 0 | 3,065,000 | 3,065,000 | 0 | |
Other (expense) income, net | (1,100,000) | (778,000) | (673,000) | 172,000 | |
Total other (expense) income, net | (1,097,000) | 2,282,000 | 2,385,000 | (179,000) | |
Loss before income taxes | (57,320,000) | (32,962,000) | (48,634,000) | (39,880,000) | |
Income tax expense | 0 | 0 | $ 0 | 0 | 0 |
Gain from equity method investees, net | 2,346,000 | 2,371,000 | 1,945,000 | 2,167,000 | |
Net income (loss) | (54,974,000) | (30,591,000) | (46,689,000) | (37,713,000) | |
Unpaid cumulative dividends on preferred stock | (28,925,000) | (27,068,000) | (36,758,000) | (31,291,000) | |
Net loss allocated to common shareholders | (83,899,000) | (57,659,000) | (83,447,000) | (69,004,000) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | (767,000) | (29,000) | 95,000 | 625,000 | |
Comprehensive loss | $ (55,741,000) | $ (30,620,000) | $ (46,594,000) | $ (37,088,000) | |
Net loss per common share - basic (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | |
Net loss per common share - diluted (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | |
Weighted-average number of common shares outstanding - basic (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 | |
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 | |
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||||
Cost and operating expenses: | |||||
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | $ (727,000) | $ (935,000) | $ (1,254,000) | $ (743,000) | |
Related Party | |||||
Cost and operating expenses: | |||||
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | $ (342,000) | $ (575,000) | $ (808,000) | $ (2,664,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net loss | $ (54,974) | $ (30,591) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 2,067 | 1,790 |
(Gain) loss on change in fair value of SAFE and warrant liabilities | (330) | 699 |
Depreciation of property, plant and equipment | 3,433 | 2,763 |
Non-cash lease expense | 1,343 | 1,248 |
Non-cash recognition of licensing revenue | (1,620) | (1,516) |
Gain from equity method investees, net | (2,346) | (2,371) |
Gain on extinguishment of debt | 0 | (3,065) |
Net foreign exchange loss | 1,311 | 11 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (8,710) | 3,581 |
Contract assets | (3,270) | (3,838) |
Other assets | (5,981) | (558) |
Accounts payable and accrued salaries and wages | 463 | 717 |
Contract liabilities | (471) | 4,301 |
Operating lease liabilities | (1,518) | (1,389) |
Other liabilities | (733) | 1,500 |
Net cash used in operating activities | (71,336) | (26,718) |
Cash Flows From Investing Activities: | ||
Purchase of property, plant and equipment | (6,530) | (4,201) |
Net cash used in investing activities | (6,530) | (4,201) |
Cash Flows From Financing Activities: | ||
Proceeds from issue of equity instruments of the Company | 23 | 83,775 |
Proceeds from exercise of a warrant | 0 | 3,150 |
Repurchase of equity instruments of the Company | 0 | (396) |
Repayment of borrowings | 0 | (570) |
Net cash provided by financing activities | 23 | 85,959 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (77,843) | 55,040 |
Cash, cash equivalents and restricted cash at beginning of period | 128,732 | 60,909 |
Effects of currency translation on cash, cash equivalents and restricted cash | 145 | (249) |
Cash, cash equivalents and restricted cash at end of period | 51,034 | 115,700 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Acquisition of property, plant and equipment under accounts payable | 107 | 346 |
Receipt of common shares as payment for option exercises | 0 | 938 |
PPP loan forgiveness | $ 0 | $ 3,065 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT (UNAUDITED) - USD ($) | Total | Common Stock Outstanding | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2019 | 23,695,330 | ||||
Beginning balance, temporary equity at Dec. 31, 2019 | $ 347,938,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of preferred stock (in shares) | 2,034,212 | ||||
Issuance of preferred stock | $ 46,470,000 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2020 | 25,729,542 | ||||
Ending balance, temporary equity at Dec. 31, 2020 | $ 394,408,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Stock issuance cost | 30,000 | ||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2019 | 1,622,886 | ||||
Balance at the beginning at Dec. 31, 2019 | (276,592,000) | $ 0 | $ 16,354,000 | $ (295,487,000) | $ 2,541,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 2,392,000 | 2,392,000 | |||
Net loss | (37,713,000) | (37,713,000) | |||
Issuance of common stock upon exercise of options (in shares) | 33,529 | ||||
Issuance of common stock upon exercise of options | 72,000 | 72,000 | |||
Foreign currency translation adjustments | $ 625,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2020 | 1,656,415 | 1,656,415 | |||
Balance at the end at Dec. 31, 2020 | $ (311,216,000) | $ 0 | 18,818,000 | (333,200,000) | 3,166,000 |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of preferred stock (in shares) | 3,634,210 | ||||
Issuance of preferred stock | $ 83,073,000 | ||||
Exercise of warrants (in shares) | 158,058 | ||||
Exercise of warrants | $ 3,150,000 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2021 | $ 480,631,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Stock issuance cost | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 1,790,000 | 1,790,000 | |||
Repurchase of equity instruments | (396,000) | (396,000) | |||
Net loss | (30,591,000) | (30,591,000) | |||
Issuance of common stock upon exercise of options (in shares) | 448,019 | ||||
Issuance of common stock upon exercise of options | 702,000 | 702,000 | |||
Foreign currency translation adjustments | (29,000) | (29,000) | |||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2021 | 2,104,434 | ||||
Balance at the end at Sep. 30, 2021 | $ (339,740,000) | $ 0 | 20,914,000 | (363,791,000) | 3,137,000 |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2020 | 25,729,542 | ||||
Beginning balance, temporary equity at Dec. 31, 2020 | $ 394,408,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of preferred stock (in shares) | 3,792,268 | ||||
Issuance of preferred stock | $ 86,223,000 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Dec. 31, 2021 | $ 480,631,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Stock issuance cost | $ 0 | ||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2020 | 1,656,415 | 1,656,415 | |||
Balance at the beginning at Dec. 31, 2020 | $ (311,216,000) | $ 0 | 18,818,000 | (333,200,000) | 3,166,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 2,531,000 | 2,531,000 | |||
Repurchase of equity instruments | (396,000) | (396,000) | |||
Net loss | $ (46,689,000) | (46,689,000) | |||
Issuance of common stock upon exercise of options (in shares) | 620,000 | 450,519 | |||
Issuance of common stock upon exercise of options | $ 758,000 | 758,000 | |||
Foreign currency translation adjustments | $ 95,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021 | 2,106,934 | 2,106,934 | |||
Balance at the end at Dec. 31, 2021 | $ (354,917,000) | $ 0 | 21,711,000 | (379,889,000) | 3,261,000 |
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2021 | $ 480,631,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2021 | 2,104,434 | ||||
Balance at the end at Sep. 30, 2021 | $ (339,740,000) | $ 0 | 20,914,000 | (363,791,000) | 3,137,000 |
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Dec. 31, 2021 | $ 480,631,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021 | 2,106,934 | 2,106,934 | |||
Balance at the end at Dec. 31, 2021 | $ (354,917,000) | $ 0 | 21,711,000 | (379,889,000) | 3,261,000 |
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2021 | $ 480,631,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2021 | 2,104,434 | ||||
Balance at the end at Sep. 30, 2021 | $ (339,740,000) | $ 0 | 20,914,000 | (363,791,000) | 3,137,000 |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021 | 29,521,810 | ||||
Beginning balance, temporary equity at Dec. 31, 2021 | $ 480,631,000 | ||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021 | 2,106,934 | 2,106,934 | |||
Balance at the beginning at Dec. 31, 2021 | $ (354,917,000) | $ 0 | 21,711,000 | (379,889,000) | 3,261,000 |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021 | 29,521,810 | ||||
Beginning balance, temporary equity at Dec. 31, 2021 | $ 480,631,000 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2022 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2022 | $ 480,631,000 | ||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021 | 2,106,934 | 2,106,934 | |||
Balance at the beginning at Dec. 31, 2021 | $ (354,917,000) | $ 0 | 21,711,000 | (379,889,000) | 3,261,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 2,067,000 | 2,067,000 | |||
Net loss | $ (54,974,000) | (54,974,000) | |||
Issuance of common stock upon exercise of options (in shares) | 3,000 | 3,412 | |||
Issuance of common stock upon exercise of options | $ 23,000 | 23,000 | |||
Transfer from foreign currency translation to equity security investment | 928,000 | 928,000 | |||
Foreign currency translation adjustments | $ (767,000) | (767,000) | |||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2022 | 2,110,346 | 2,110,346 | |||
Balance at the end at Sep. 30, 2022 | $ (407,640,000) | $ 0 | 23,801,000 | (434,863,000) | 3,422,000 |
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2022 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2022 | $ 480,631,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2022 | 2,110,346 | 2,110,346 | |||
Balance at the end at Sep. 30, 2022 | $ (407,640,000) | $ 0 | $ 23,801,000 | $ (434,863,000) | $ 3,422,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Cash and cash equivalents | $ 50,370,000 | $ 128,318,000 | $ 60,495,000 | ||
Trade and other receivables, net of allowance | 11,588,000 | 2,878,000 | 5,521,000 | ||
Contract assets | 14,848,000 | 11,700,000 | 6,186,000 | ||
Other current assets | 12,009,000 | 5,779,000 | 4,387,000 | ||
Total current assets | 88,815,000 | 148,675,000 | 76,589,000 | ||
Property, plant and equipment, net | 16,645,000 | 14,148,000 | 11,609,000 | ||
Right of use assets | 3,343,000 | 4,686,000 | 6,365,000 | ||
Equity method investments | 11,047,000 | 24,752,000 | 23,217,000 | ||
Other non-current assets | 750,000 | 750,000 | 1,200,000 | ||
Total assets | 135,590,000 | 193,011,000 | 118,980,000 | ||
Current liabilities: | |||||
Accounts payable | 1,488,000 | 2,444,000 | 1,147,000 | ||
Other accrued liabilities | 8,064,000 | 7,059,000 | 2,897,000 | ||
SAFE liability | 27,221,000 | 28,271,000 | 0 | ||
Warrants | 2,022,000 | 1,729,000 | 0 | $ 107,000 | |
Contract liabilities | 2,968,000 | 3,476,000 | 5,480,000 | ||
Accrued salaries and wages | 5,079,000 | 4,261,000 | 3,492,000 | ||
Current lease liabilities | 2,205,000 | 2,050,000 | 1,618,000 | ||
Current portion of long-term debt | 0 | 570,000 | |||
Total current liabilities | 49,047,000 | 49,290,000 | 15,204,000 | ||
Non-current lease liabilities | 1,610,000 | 3,283,000 | 5,334,000 | ||
Non-current contract liabilities | 11,119,000 | 13,901,000 | 11,291,000 | ||
Long-term debt | 0 | 3,065,000 | |||
Other long-term liabilities | 823,000 | 823,000 | 894,000 | ||
Total liabilities | 62,599,000 | 67,297,000 | 35,788,000 | ||
Commitments and Contingencies | |||||
Redeemable convertible preferred stock, $0.0001 par value | 480,631,000 | 480,631,000 | $ 480,631,000 | 394,408,000 | 347,938,000 |
Shareholders’ Deficit | |||||
Common stock | 0 | 0 | 0 | ||
Additional paid-in capital | 23,801,000 | 21,711,000 | 18,818,000 | ||
Accumulated other comprehensive income | 3,422,000 | 3,261,000 | 3,166,000 | ||
Accumulated deficit | (434,863,000) | (379,889,000) | (333,200,000) | ||
Total shareholders’ deficit | (407,640,000) | (354,917,000) | $ (339,740,000) | (311,216,000) | $ (276,592,000) |
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | $ 135,590,000 | $ 193,011,000 | $ 118,980,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||||
Temporary equity par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary equity, shares authorized (in shares) | 29,747,033 | 29,747,033 | 26,112,823 | ||
Temporary equity, shares issued (in shares) | 29,521,810 | 29,521,810 | 25,729,542 | ||
Temporary equity, shares outstanding (in shares) | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 |
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized (in shares) | 36,326,815 | 36,326,815 | 36,326,815 | ||
Common shares, shares issued (in shares) | 2,110,346 | 2,106,934 | 1,656,415 | ||
Common shares, shares outstanding | 2,110,346 | 2,106,934 | 1,656,415 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||||
Revenue from contracts with customers | $ 21,932,000 | $ 13,317,000 | $ 18,871,000 | $ 12,987,000 | |
Revenue from collaborative arrangements | 1,733,000 | 2,662,000 | 3,337,000 | 1,163,000 | |
Revenue from related party transactions | 2,116,000 | 2,348,000 | 3,253,000 | 4,203,000 | |
Revenues | 25,781,000 | 18,327,000 | 25,461,000 | 18,353,000 | |
Cost and operating expenses: | |||||
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | (18,162,000) | (8,480,000) | (13,167,000) | (8,185,000) | |
Research and development expense | (39,858,000) | (29,223,000) | (44,229,000) | (34,454,000) | |
Depreciation expense | 3,433,000 | 2,763,000 | 3,806,000 | 2,979,000 | |
Selling, general and administrative expense | (19,482,000) | (11,595,000) | (13,216,000) | (9,029,000) | |
Total cost and operating expenses | (82,004,000) | (53,571,000) | (76,480,000) | (58,054,000) | |
Loss from operations | (56,223,000) | (35,244,000) | (51,019,000) | (39,701,000) | |
Other (expense) income: | |||||
Interest income (expense), net | 3,000 | (5,000) | (7,000) | (351,000) | |
Gain on extinguishment of debt | 0 | 3,065,000 | 3,065,000 | 0 | |
Other (expense) income, net | (1,100,000) | (778,000) | (673,000) | 172,000 | |
Total other (expense) income, net | (1,097,000) | 2,282,000 | 2,385,000 | (179,000) | |
Loss before income taxes | (57,320,000) | (32,962,000) | (48,634,000) | (39,880,000) | |
Income tax expense | 0 | 0 | $ 0 | 0 | 0 |
Gain from equity method investees, net | 2,346,000 | 2,371,000 | 1,945,000 | 2,167,000 | |
Net income (loss) | (54,974,000) | (30,591,000) | (46,689,000) | (37,713,000) | |
Unpaid cumulative dividends on preferred stock | (28,925,000) | (27,068,000) | (36,758,000) | (31,291,000) | |
Net loss allocated to common shareholders | (83,899,000) | (57,659,000) | (83,447,000) | (69,004,000) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | (767,000) | (29,000) | 95,000 | 625,000 | |
Comprehensive loss | $ (55,741,000) | $ (30,620,000) | $ (46,594,000) | $ (37,088,000) | |
Net loss per common share - basic (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | |
Net loss per common share - diluted (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | |
Weighted-average number of common shares outstanding - basic (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 | |
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 | |
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||||
Cost and operating expenses: | |||||
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | $ (727,000) | $ (935,000) | $ (1,254,000) | $ (743,000) | |
Related Party | |||||
Cost and operating expenses: | |||||
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | $ (342,000) | $ (575,000) | $ (808,000) | $ (2,664,000) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($) | Total | Common Stock Outstanding | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2019 | 23,695,330 | ||||
Beginning balance, temporary equity at Dec. 31, 2019 | $ 347,938,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of preferred stock (in shares) | 2,034,212 | ||||
Issuance of preferred stock | $ 46,470,000 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2020 | 25,729,542 | ||||
Ending balance, temporary equity at Dec. 31, 2020 | $ 394,408,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Stock issuance cost | 30,000 | ||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2019 | 1,622,886 | ||||
Balance at the beginning at Dec. 31, 2019 | (276,592,000) | $ 0 | $ 16,354,000 | $ (295,487,000) | $ 2,541,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 2,392,000 | 2,392,000 | |||
Net loss | (37,713,000) | (37,713,000) | |||
Issuance of common stock upon exercise of options (in shares) | 33,529 | ||||
Issuance of common stock upon exercise of options | 72,000 | 72,000 | |||
Foreign currency translation adjustments | $ 625,000 | 625,000 | |||
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2020 | 1,656,415 | 1,656,415 | |||
Balance at the end at Dec. 31, 2020 | $ (311,216,000) | $ 0 | 18,818,000 | (333,200,000) | 3,166,000 |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of preferred stock (in shares) | 3,634,210 | ||||
Issuance of preferred stock | $ 83,073,000 | ||||
Exercise of warrants (in shares) | 158,058 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2021 | $ 480,631,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Stock issuance cost | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 1,790,000 | 1,790,000 | |||
Repurchase of equity instruments | (396,000) | (396,000) | |||
Net loss | (30,591,000) | (30,591,000) | |||
Issuance of common stock upon exercise of options (in shares) | 448,019 | ||||
Issuance of common stock upon exercise of options | 702,000 | 702,000 | |||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2021 | 2,104,434 | ||||
Balance at the end at Sep. 30, 2021 | $ (339,740,000) | $ 0 | 20,914,000 | (363,791,000) | 3,137,000 |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2020 | 25,729,542 | ||||
Beginning balance, temporary equity at Dec. 31, 2020 | $ 394,408,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of preferred stock (in shares) | 3,792,268 | ||||
Issuance of preferred stock | $ 86,223,000 | ||||
Exercise of warrants | $ 3,150,000 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Dec. 31, 2021 | $ 480,631,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Stock issuance cost | $ 0 | ||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2020 | 1,656,415 | 1,656,415 | |||
Balance at the beginning at Dec. 31, 2020 | $ (311,216,000) | $ 0 | 18,818,000 | (333,200,000) | 3,166,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 2,531,000 | 2,531,000 | |||
Repurchase of equity instruments | (396,000) | (396,000) | |||
Net loss | $ (46,689,000) | (46,689,000) | |||
Issuance of common stock upon exercise of options (in shares) | 620,000 | 450,519 | |||
Issuance of common stock upon exercise of options | $ 758,000 | 758,000 | |||
Foreign currency translation adjustments | $ 95,000 | 95,000 | |||
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021 | 2,106,934 | 2,106,934 | |||
Balance at the end at Dec. 31, 2021 | $ (354,917,000) | $ 0 | 21,711,000 | (379,889,000) | 3,261,000 |
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2021 | $ 480,631,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2021 | 2,104,434 | ||||
Balance at the end at Sep. 30, 2021 | $ (339,740,000) | $ 0 | 20,914,000 | (363,791,000) | 3,137,000 |
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Dec. 31, 2021 | $ 480,631,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021 | 2,106,934 | 2,106,934 | |||
Balance at the end at Dec. 31, 2021 | $ (354,917,000) | $ 0 | 21,711,000 | (379,889,000) | 3,261,000 |
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2021 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2021 | $ 480,631,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2021 | 2,104,434 | ||||
Balance at the end at Sep. 30, 2021 | $ (339,740,000) | $ 0 | 20,914,000 | (363,791,000) | 3,137,000 |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021 | 29,521,810 | ||||
Beginning balance, temporary equity at Dec. 31, 2021 | $ 480,631,000 | ||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021 | 2,106,934 | 2,106,934 | |||
Balance at the beginning at Dec. 31, 2021 | $ (354,917,000) | $ 0 | 21,711,000 | (379,889,000) | 3,261,000 |
Beginning balance, Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2021 | 29,521,810 | ||||
Beginning balance, temporary equity at Dec. 31, 2021 | $ 480,631,000 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2022 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2022 | $ 480,631,000 | ||||
Beginning balance, Common stock, shares outstanding (in shares) at Dec. 31, 2021 | 2,106,934 | 2,106,934 | |||
Balance at the beginning at Dec. 31, 2021 | $ (354,917,000) | $ 0 | 21,711,000 | (379,889,000) | 3,261,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 2,067,000 | 2,067,000 | |||
Net loss | $ (54,974,000) | (54,974,000) | |||
Issuance of common stock upon exercise of options (in shares) | 3,000 | 3,412 | |||
Issuance of common stock upon exercise of options | $ 23,000 | 23,000 | |||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2022 | 2,110,346 | 2,110,346 | |||
Balance at the end at Sep. 30, 2022 | $ (407,640,000) | $ 0 | 23,801,000 | (434,863,000) | 3,422,000 |
Ending balance, Redeemable Convertible Preferred Stock (in shares) at Sep. 30, 2022 | 29,521,810 | ||||
Ending balance, temporary equity at Sep. 30, 2022 | $ 480,631,000 | ||||
Ending balance, Common stock, shares outstanding (in shares) at Sep. 30, 2022 | 2,110,346 | 2,110,346 | |||
Balance at the end at Sep. 30, 2022 | $ (407,640,000) | $ 0 | $ 23,801,000 | $ (434,863,000) | $ 3,422,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net income (loss) | $ (46,689) | $ (37,713) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 2,531 | 2,392 |
(Gain) loss on change in fair value of SAFE and warrant liabilities | 563 | (105) |
Bad debt expense and recoveries | (27) | 877 |
Depreciation of property, plant and equipment | 3,806 | 2,979 |
Non-cash lease expense | 1,679 | 1,565 |
Non-cash recognition of licensing revenue | (2,022) | (1,018) |
Gain on extinguishment of debt | (3,065) | 0 |
Gain from equity method investees, net | (1,945) | (2,167) |
Net foreign exchange loss | 55 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 2,670 | (4,470) |
Contract assets | (5,514) | (5,605) |
Other assets | (941) | (364) |
Accounts payable and accrued salaries and wages | 1,256 | 690 |
Contract liabilities | 5,762 | 3,167 |
Operating lease liabilities | (1,618) | (1,204) |
Other liabilities | 908 | 1,705 |
Net cash used in operating activities | (42,591) | (39,271) |
Cash Flows From Investing Activities: | ||
Purchase of property, plant and equipment | (5,752) | (7,110) |
Proceeds from disposal of property, plant and equipment | 5 | 4 |
Proceeds from disposal of investment property | 0 | 513 |
Net cash used in investing activities | (5,747) | (6,593) |
Cash Flows From Financing Activities: | ||
Proceeds from issue of equity instruments of the Company | 83,831 | 46,572 |
Proceeds from exercise of a warrant | 3,150 | 0 |
Proceeds from issue of SAFE and warrant instruments | 30,000 | 0 |
Payments of Stock Issuance Costs | 0 | (30) |
Proceeds from Issuance of Debt | 0 | 3,065 |
Repurchase of equity instruments of the Company | (396) | 0 |
Repayment of borrowings | (570) | (4,880) |
Net cash provided by financing activities | 116,015 | 44,727 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 67,677 | (1,137) |
Cash, cash equivalents and restricted cash at beginning of period | 60,909 | 62,117 |
Effects of currency translation on cash, cash equivalents and restricted cash | 146 | (71) |
Cash, cash equivalents and restricted cash at end of period | 128,732 | 60,909 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 13 | 356 |
Cash paid for income taxes | 0 | 0 |
Additional Cash Flow Elements, Investing Activities [Abstract] | ||
Acquisition of equity method investment in LanzaJet through contribution of license | 0 | 15,000 |
Acquisition of property, plant and equipment under accounts payable | 708 | 20 |
Supplemental disclosure of non-cash investing and financing activities: | ||
PPP loan forgiveness | 3,065 | 0 |
Receipt of common shares as payment for option exercises | $ 938 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity to date relates to the Company’s formation and the initial public offering (as defined below), described below and since the initial public offering, its search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering (the “initial public offering”) of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000 which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s unaudited condensed statements of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by August 6, 2023. Proposed Business Combination On March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). The transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Business Combination.” The time of the closing of the Proposed Business Combination is referred to herein as the “Closing.” If the Proposed Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Proposed Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Proposed Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $3.5 million , not taking into account tax obligations of approximately $536,000 that may be paid from income from investments held in the trust account. The Company’s liquidity needs up to September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of Founder Shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from January 28, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“initial public offering”), described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s statement of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account (the “trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly r |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the trust account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated With Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of September 30, 2022 and as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of September 30, 2022 and as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 0.88% and 0.91% for the three and nine months ended September 30, 2022, respectively, and 0.00% for the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021 due primarily to changes in fair value of derivative warrant liabilities, non-taxable gains on the settlement of deferred underwriting commissions, and the valuation allowance on the deferred tax assets. Net Income (Loss) Per Share Of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 28, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of LanzaTech NZ Inc. 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. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in the Company's Annual Report for the year ended December 31, 2021. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting or alternative measurement. Refer to Note 5, Investments , for further information. The Company is exposed to the VIEs' losses and other impairment indicators up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 9, Related Party Transactions , for further details on the transactions with VIEs. Going Concern The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). 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 |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $13.8 million, inclusive of $1.5 million of underwriting discount, approximately $5.3 million in deferred underwriting commissions, approximately $6.5 million in fair value of Class B common stock issued to Anchor Investors, and approximately $0.5 million in other offering costs. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) purchased 15,480,000 units in the initial public offering. None of the Anchor Investors are affiliated with any member of the Company’s management. The underwriters had a 45-day option from the date of the underwriting agreement (August 3, 2021) to purchase up to an additional 2,250,000 units to cover over-allotments. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 shares of Class B common stock that were subject to forfeiture to be forfeited. Note 3 — Initial Public Offering On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $13.8 million, inclusive of $1.5 million of underwriting discount, approximately $5.3 million in deferred underwriting commissions, approximately $6.5 million in fair value of Class B common stock issued to Anchor Investors, and approximately $0.5 million in other offering costs. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) purchased 15,480,000 units in the initial public offering. None of the Anchor Investors are affiliated with any member of the Company’s management. The underwriters had a 45-day option from the date of the underwriting agreement (August 3, 2021) to purchase up to an additional 2,250,000 units to cover over-allotments. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 shares of Class B common stock that were subject to forfeiture to be forfeited. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited. In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Private Placement Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. 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 the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Related Party Loans and Advances On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company incurred $30,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company incurred $90,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. As of September 30, 2022 and December 31, 2021, approximately $90,000 and $50,000, respectively, of such fees were included in due to related party on the accompanying condensed balance sheets. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, directors, officers or directors of the Company, or any of their affiliates. As of September 30, 2022 and December 31, 2021, there were approximately $596,000 and $0, respectively, of such fees included as due to related party on the accompanying condensed balance sheets. Note 4 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited. In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Private Placement Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. 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 the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Related Party Loans and Advances On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants. In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred $50,000 of such fees, included as general and administrative fees — related party on the accompanying statement of operations. As of December 31, 2021, approximately $50,000 of such fees are included as due to related party on the accompanying balance sheet. Note 9 — Related Party Transactions As of September 30, 2022 and December 31, 2021, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $26,037 and $24,752, respectively. The table below summarizes amounts related to transactions with these related parties (in thousands): Nine months ended September 30, 2022 2021 Revenues $ 2,116 $ 2,348 As of September 30, 2022 December 31, 2021 Accounts receivable $ 1,509 $ 1,071 Contract assets 73 60 Purchases and open accounts payable 1,863 2,575 The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5, Investments , for more information. In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, access to office and laboratory space, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. For the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $148 and $355, respectively, under the transition services agreement. The Company also provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5, Investments . In connection with these services, the Company recognized revenue from LanzaJet of approximately $170 and $403, for the nine months ended September 30, 2022 and September 30, 2021, respectively. In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due to the Company of $24. The lease commenced upon execution of the lease agreement and was subsequently amended in 2022 to extend the Pre-Development Term and annual rent amount. Refer to Note 12, Leases , for more information. The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, for the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $151 and $69, respectively. The Company also provided engineering services and incurred costs of $$893 and $1,171 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, 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 licensing consideration, calculated as a percentage of the royalties received by SGLT from the sublicenses. Currently, SGLT sublicenses to certain of its subsidiaries that use LanzaTech's proprietary technology. The royalties received by SGLT are based on sales-and-usage of the sublicensed technology. For the nine months ended September 30, 2022, and September 30, 2021, the Company did not earn any sublicensing revenue as no royalties were received by SGLT. As of December 31, 2021 and 2020, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $24,752 and $23,217, respectively. Trade receivables and contract assets of $1,071 and $3,257, from these equity method investees are included in accounts receivable, respectively. The Company made purchases and had open accounts payable of $2,575 as of and for the year ended December 31, 2021. The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5 - Investment s, for more information. In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, 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. During the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $495 and $285, respectively, under the transition services agreement. The Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5 - Investments . As a result, during the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $428 and $2,740, respectively. The Company supplies SGLT with its biocatalyst, certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, during 2021 and 2020 the Company recognized revenue from related parties of approximately $282 and $156, respectively. The Company also provided engineering services and incurred costs of $1,223 and $242 during the years ended December 31, 2021 and 2020, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, to provide SGLT with the right to sublicense the intellectual property that LanzaTech previously licensed to SGLT. In |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering. The Company recognized approximately $4.9 million of the commissions waiver as a reduction to additional paid-in capital in the condensed statements of changes in stockholders’ deficit for the three and nine months ended September 30, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit. The remaining balance of approximately $172,000 is recognized as a gain from extinguishment of deferred underwriting commissions on public warrants in the condensed statements of operations, which represents the original amount expensed in the Company’s initial public offering. On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $500,000 for its role as co-placement agent, $7,500,000 for its role as exclusive financial advisor and $5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements. Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2022 and December 31, 2021, the Company does not have any reasonable possible or probable losses from such claims. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table: Gross proceeds $ 150,000,000 Less: Amount allocated to public warrants (5,100,000) Class A common stock issuance costs (13,306,092) Plus: Accretion of carrying value to redemption value 18,406,092 Class A common stock subject to possible redemption, December 31, 2021 150,000,000 Subsequent remeasurement of Class A common stock subject to possible redemption 293,649 Class A common stock subject to possible redemption, September 30, 2022 $ 150,293,649 Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: Gross proceeds from Initial Public Offering $ 150,000,000 Less: Fair value of Public Warrants at issuance (5,100,000) Offering costs allocated to Class A common stock subject to possible redemption (13,306,092) Plus: Accretion on Class A common stock subject to possible redemption amount 18,406,092 Class A common stock subject to possible redemption $ 150,000,000 The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts): Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 There were no changes in redeemable convertible preferred stock issued and outstanding during the nine months ended September 30, 2022. The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares which led to an increase in redeemable convertible preferred stock of $3,150 during the nine months ended September 30, 2021. Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of September 30, 2022, the preferred shares are not currently redeemable, and it is not probable that the preferred shares will become redeemable, since it is uncertain whether or when circumstances exist that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values. The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2020 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,003,304 19.93 185,252 Series E 5,183,957 5,183,957 22.86 118,076 26,112,823 25,729,542 $ 394,408 Redeemable convertible preferred stock issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows: Redeemable Convertible Preferred Stock Series A Series B Series C Series D Series E Series F Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2020 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,003,304 $ 185,252 3,149,745 $ 71,606 $ — $ — 23,695,330 $ 347,938 Preferred stock issuance, net of costs — — — — — — — — 2,034,212 46,470 — — 2,034,212 46,470 Balance as of December 31, 2020 4,666,503 12,230 1,733,370 18,000 4,142,408 60,850 10,003,304 185,252 5,183,957 118,076 — — 25,729,542 394,408 Preferred stock issuance, net of costs — — — — — — 158,058 3,150 — — 3,634,210 83,073 3,792,268 86,223 Balance as of December 31, 2021 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,161,362 $ 188,402 5,183,957 $ 118,076 3,634,210 $ 83,073 29,521,810 $ 480,631 The Company records all preferred shares net of offering costs at their respective fair values on the dates of issuance. The preferred shares are classified outside of shareholders’ (deficit) equity in the consolidated financial statements, as the preferred shares are redeemable under circumstances that qualify as a deemed liquidation event, which are outside the control of the Company. Upon the occurrence of a liquidation event, such as a voluntary or involuntary liquidation, dissolution or winding up of the Company, merger, consolidation, or change in control, the holders of Series E preferred stock are entitled, on a pari passu basis, to be paid out of the assets of the Company available for distribution before any payment is made to the holders of Series A, B, C, and D preferred shares and then to holders of common shares. In February 2020, the Company closed a Series E follow-on round with the issuance of 2,034,212 Series E preferred shares for net proceeds of $46,470 ($22.86 per share). In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares and net proceeds of $3,150 ($19.93 per share). In April 2021, the Company closed a Series F round with the issuance of 3,634,210 Series F preferred shares for the net proceeds of $83,073 ($22.86 per share). The holders of preferred shares are entitled to cast the number of votes equal to the number of whole common shares into which the preferred shares are convertible. The holders of preferred shares also have consent rights, including in a number of cases subject to a separate class vote and a supermajority requirement, over certain actions including, among others (i) alterations or changes to the terms of the preferred shares, (ii) the election of a certain number of directors, including the designation of directors by holders of a specified series of preferred shares or by certain specified individual stockholders, and (iii) repurchases of shares, the authorization or designation of more senior class or series of shares, or certain issuances of new shares. Preferred shares are convertible at the holder’s option into common shares generally on a share-for-share basis. Each preferred share will be automatically converted into common stock upon either (i) the determination of the holders of certain requisite preferred shares or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, unless such conversion is otherwise effected pursuant to clause (i) above). The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. If dividends are payable on common shares, preferred shareholders also receive those dividends as if the preferred shares had been converted to common shares. Series D, E, and F preferred shareholders are entitled to be paid dividends prior to Series A, B, and C, on a pari passu basis. Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of December 31, 2021 and 2020, preferred shares are not currently redeemable, and it is not probable that preferred shares will become redeemable, since it is uncertain whether or when circumstances exist |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Note 7 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 8 — Warrants As of September 30, 2022 and December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and • if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption Note 8 — Warrants As of December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and • if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,969,468 $ — $ — Liabilities: Derivative liabilities – public warrants $ 1,050,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 493,280 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – public warrants $ 3,825,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 1,785,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the nine months ended September 30, 2022 and in the period from January 28, 2021 (inception) through December 31, 2021. Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (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 of its investments. For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. For the three months ended September 30, 2022 and 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $1.4 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $4.1 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.8 % 9.6 % Stock price $ 9.79 $ 9.66 Remaining term (years) 5.19 5.75 Risk-free rate 3.97 % 1.32 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Change in fair value of derivative liabilities 245,000 Derivative warrant liabilities at March 31, 2022 2,030,000 Change in fair value of derivative liabilities (1,085,000) Derivative warrant liabilities at June 30, 2022 945,000 Change in fair value of derivative liabilities (451,720) Derivative warrant liabilities at September 30, 2022 $ 493,280 Note 9 — Fair Value Measurement The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 3,825,000 $ — $ — Derivative liabilities – Private Placement Warrants $ — $ — $ 1,785,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021. Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (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 of its investments. For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Volatility 9.6 % 11.3 % Stock price $ 9.66 $ 9.66 Remaining term (yrs) 5.75 6.51 Risk-free rate 1.32 % 0.99 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 28, 2021 (inception) $ — Issuance of Public and Private Warrants 7,515,000 Transfer of Public Warrants to Level 1 (5,100,000) Change in fair value of derivative liabilities (630,000) Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Note 6 — Fair Value The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurement as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 519 — — $ 519 Liabilities: Warrants $ — $ — $ 1,572 $ 1,572 SAFE warrant — — 2,022 2,022 SAFE liability — — 27,221 27,221 Total liabilities $ — $ — $ 30,815 $ 30,815 Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 $ 1,729 SAFE liability — — 28,271 $ 28,271 Total Liabilities $ — $ — $ 31,145 $ 31,145 Warrants The Company has warrants to purchase preferred shares outstanding as of September 30, 2022 and December 31, 2021 representing 225,223 and 225,223 preferred shares, respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $14.69 to $19.93 as of each of September 30, 2022 and December 31, 2021. The warrants are accounted for as liabilities in accordance with ASC 480, Distinguishing Liability from Equity , and are presented within other accrued liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed consolidated statements of operations and comprehensive loss. The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the nine months ended September 30, 2022 and 2021, the Company recognized a change in the fair value of liabilities of approximately $(427) and $(699), respectively, on the condensed consolidated statements of operations and comprehensive loss within other (expense) income, net. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Stock price $ 15.03 $ 13.77 Weighted average exercise price 17.31 17.32 Term (in years) 2.3 2.8 Expected volatility 76.9 % 70.6 % Risk-free interest rate 2.9 % 0.8 % Expected dividend yield — % — % SAFE Liability and SAFE Warrant In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The SAFE had not yet converted as a qualifying financing had not yet occurred as of September 30, 2022. At September 30, 2022, the SAFE had a fair value of $27,221 and was recorded within current liabilities on the condensed consolidated balance sheet. Further, the warrant related to the SAFE of $2,022 as of September 30, 2022 is accounted for as a liability. This liability is recorded in current liabilities on the Company's condensed consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expires. The change in fair value between reporting periods for both the SAFE liability and SAFE warrant is included in other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Time to conversion (in years) 0.3 1.0 Liquidity price 100 % 90 % Discount rate 26.0 % 26.0 % Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Remaining life (in years) 5.0 5.0 Volatility 75 % 75 % Interest rate 4.06 % 4.06 % Time to conversion (in years) 0.3 1.0 Risk-free interest rate 3.33 % 4.05 % Dividend yield — % — % The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2022 $ 1,145 $ 28,271 $ 1,729 Loss / (gain) recognized in condensed statement of operations and comprehensive loss 427 (1,050) 293 Balance as of September 30, 2022 $ 1,572 $ 27,221 $ 2,022 Warrants SAFE liability SAFE warrant Balance as of January 1, 2021 $ 582 $ — $ — Issuance of SAFE liability and warrant — — — Loss recognized in condensed statement of operations and comprehensive loss 699 — — Balance as of September 30, 2021 $ 1,281 $ — $ — The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 1,729 SAFE liability — — 28,271 28,271 Total liabilities $ — $ — $ 31,145 $ 31,145 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 582 $ 582 The warrants are accounted for as liabilities in accordance with ASC 480 and are presented within other accrued liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statements of operations and comprehensive loss. The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the years ended December 31, 2021 and 2020, the Company recognized a change in the fair value of liabilities of approximately $(563) and $105, respectively, on the statements of operations and comprehensive loss within other income (expense), net. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Stock price $ 13.77 $ 4.68 Weighted average exercise price 17.32 18.39 Term (in years) 2.8 2.8 Expected volatility 70.6 % 88.9 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Time to conversion (in years) 0.5 1.0 Liquidity price 100 % 90 % Discount rate 17.1 % 17.1 % Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Remaining life (in years) 5.0 5.0 Volatility 60 % 60 % Interest rate 1.26 % 1.26 % Time to conversion (in years) 0.5 1.0 Risk-free interest rate 0.19 % 0.39 % Dividend yield — % — % The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2020 $ 687 $ — $ — Gain recognized in statement of operations and comprehensive loss (105) — — Balance as of December 31, 2020 $ 582 $ — $ — Issuance of SAFE liability and warrant — 28,271 1,729 Loss recognized in statement of operations and comprehensive loss 563 — — Balance as of December 31, 2021 $ 1,145 $ 28,271 $ 1,729 In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares. The fair value of this warrant was $107 as of January 1, 2020 and was remeasured to zero as of December 31, 2020. As a result, the exercise had no impact on the consolidated statement of operations and comprehensive loss as of and for the year ended December 31, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events On October 18, 2022, the Company entered into additional subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “Additional PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share to the Additional PIPE Investors. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review and except in the case of the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Proposed Business Combination If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination. The Company has evaluated events occurring subsequent to September 30, 2022 through December 12, 2022, the date the condensed consolidated financial statements were available to be issued. The Company has identified two transactions with BGTF LT Aggregator LP (“Brookfield”), an affiliate of Brookfield Asset Management Inc, and a transaction with LanzaJet, described as follows: 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 $500,000,000 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. Brookfield SAFE On October 2, 2022, LanzaTech entered into a Simple Agreement for Future Equity (the “Brookfield SAFE”) with Brookfield. Under the Brookfield SAFE, LanzaTech agreed to issue to Brookfield the right to certain shares of its capital stock, the issuance of which is conditional upon LanzaTech obtaining certain necessary stockholder approvals and waivers, in exchange for the payment of $50,000,000 (the “Initial Purchase Amount”). On the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”) less any Non-Repayable Amount (as described below), plus interest in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur. Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which LanzaTech issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), 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 or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock). For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount will be reduced by $5,000,000 (such cumulative reductions the “Non-Repayable Amount”). Upon the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), and thereafter, the Non-Repayable Amount will convert automatically on an as accrued basis. LanzaJet Shareholder Loan On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. The Company has committed to purchase $5.5 million of Subordinated Secured Notes in a funding scheduled to occur 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 all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation. Each purchaser of Notes under the Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser (which, in the case of the Company, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet). The LanzaJet Note Purchase Agreement may be amended with the approval of holders of FPF and all holders of the LanzaJet Notes. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. Amended Merger Agreement The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. The Company has evaluated events occurring subsequent to December 31, 2021 through May 9, 2022, the date the consolidated financial statements were available to be issued. The Company is not aware of any significant or material subsequent event that would require disclosure. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Merger”). In connection with the Merger, AMCI will be renamed LanzaTech Global, Inc (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. In connection with the Merger Agreement, on March 8, 2022, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Merger. |
Description of Organization a_2
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity to date relates to the Company’s formation and the initial public offering (as defined below), described below and since the initial public offering, its search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering (the “initial public offering”) of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000 which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s unaudited condensed statements of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by August 6, 2023. Proposed Business Combination On March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). The transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Business Combination.” The time of the closing of the Proposed Business Combination is referred to herein as the “Closing.” If the Proposed Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Proposed Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Proposed Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $3.5 million , not taking into account tax obligations of approximately $536,000 that may be paid from income from investments held in the trust account. The Company’s liquidity needs up to September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of Founder Shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from January 28, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“initial public offering”), described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s statement of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account (the “trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly r |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the trust account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated With Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of September 30, 2022 and as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of September 30, 2022 and as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 0.88% and 0.91% for the three and nine months ended September 30, 2022, respectively, and 0.00% for the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021 due primarily to changes in fair value of derivative warrant liabilities, non-taxable gains on the settlement of deferred underwriting commissions, and the valuation allowance on the deferred tax assets. Net Income (Loss) Per Share Of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 28, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of LanzaTech NZ Inc. 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. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in the Company's Annual Report for the year ended December 31, 2021. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting or alternative measurement. Refer to Note 5, Investments , for further information. The Company is exposed to the VIEs' losses and other impairment indicators up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 9, Related Party Transactions , for further details on the transactions with VIEs. Going Concern The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). 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 |
Initial Public Offering_2
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $13.8 million, inclusive of $1.5 million of underwriting discount, approximately $5.3 million in deferred underwriting commissions, approximately $6.5 million in fair value of Class B common stock issued to Anchor Investors, and approximately $0.5 million in other offering costs. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) purchased 15,480,000 units in the initial public offering. None of the Anchor Investors are affiliated with any member of the Company’s management. The underwriters had a 45-day option from the date of the underwriting agreement (August 3, 2021) to purchase up to an additional 2,250,000 units to cover over-allotments. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 shares of Class B common stock that were subject to forfeiture to be forfeited. Note 3 — Initial Public Offering On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units, at an offering price of $10.00 per unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $13.8 million, inclusive of $1.5 million of underwriting discount, approximately $5.3 million in deferred underwriting commissions, approximately $6.5 million in fair value of Class B common stock issued to Anchor Investors, and approximately $0.5 million in other offering costs. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) purchased 15,480,000 units in the initial public offering. None of the Anchor Investors are affiliated with any member of the Company’s management. The underwriters had a 45-day option from the date of the underwriting agreement (August 3, 2021) to purchase up to an additional 2,250,000 units to cover over-allotments. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 shares of Class B common stock that were subject to forfeiture to be forfeited. |
Related Party Transactions_2
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited. In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Private Placement Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. 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 the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Related Party Loans and Advances On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company incurred $30,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company incurred $90,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. As of September 30, 2022 and December 31, 2021, approximately $90,000 and $50,000, respectively, of such fees were included in due to related party on the accompanying condensed balance sheets. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, directors, officers or directors of the Company, or any of their affiliates. As of September 30, 2022 and December 31, 2021, there were approximately $596,000 and $0, respectively, of such fees included as due to related party on the accompanying condensed balance sheets. Note 4 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited. In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Private Placement Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. 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 the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Related Party Loans and Advances On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants. In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred $50,000 of such fees, included as general and administrative fees — related party on the accompanying statement of operations. As of December 31, 2021, approximately $50,000 of such fees are included as due to related party on the accompanying balance sheet. Note 9 — Related Party Transactions As of September 30, 2022 and December 31, 2021, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $26,037 and $24,752, respectively. The table below summarizes amounts related to transactions with these related parties (in thousands): Nine months ended September 30, 2022 2021 Revenues $ 2,116 $ 2,348 As of September 30, 2022 December 31, 2021 Accounts receivable $ 1,509 $ 1,071 Contract assets 73 60 Purchases and open accounts payable 1,863 2,575 The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5, Investments , for more information. In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, access to office and laboratory space, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. For the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $148 and $355, respectively, under the transition services agreement. The Company also provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5, Investments . In connection with these services, the Company recognized revenue from LanzaJet of approximately $170 and $403, for the nine months ended September 30, 2022 and September 30, 2021, respectively. In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due to the Company of $24. The lease commenced upon execution of the lease agreement and was subsequently amended in 2022 to extend the Pre-Development Term and annual rent amount. Refer to Note 12, Leases , for more information. The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, for the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $151 and $69, respectively. The Company also provided engineering services and incurred costs of $$893 and $1,171 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, 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 licensing consideration, calculated as a percentage of the royalties received by SGLT from the sublicenses. Currently, SGLT sublicenses to certain of its subsidiaries that use LanzaTech's proprietary technology. The royalties received by SGLT are based on sales-and-usage of the sublicensed technology. For the nine months ended September 30, 2022, and September 30, 2021, the Company did not earn any sublicensing revenue as no royalties were received by SGLT. As of December 31, 2021 and 2020, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $24,752 and $23,217, respectively. Trade receivables and contract assets of $1,071 and $3,257, from these equity method investees are included in accounts receivable, respectively. The Company made purchases and had open accounts payable of $2,575 as of and for the year ended December 31, 2021. The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5 - Investment s, for more information. In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, 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. During the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $495 and $285, respectively, under the transition services agreement. The Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5 - Investments . As a result, during the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $428 and $2,740, respectively. The Company supplies SGLT with its biocatalyst, certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, during 2021 and 2020 the Company recognized revenue from related parties of approximately $282 and $156, respectively. The Company also provided engineering services and incurred costs of $1,223 and $242 during the years ended December 31, 2021 and 2020, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, to provide SGLT with the right to sublicense the intellectual property that LanzaTech previously licensed to SGLT. In |
Commitments and Contingencies_2
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering. The Company recognized approximately $4.9 million of the commissions waiver as a reduction to additional paid-in capital in the condensed statements of changes in stockholders’ deficit for the three and nine months ended September 30, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit. The remaining balance of approximately $172,000 is recognized as a gain from extinguishment of deferred underwriting commissions on public warrants in the condensed statements of operations, which represents the original amount expensed in the Company’s initial public offering. On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $500,000 for its role as co-placement agent, $7,500,000 for its role as exclusive financial advisor and $5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements. Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2022 and December 31, 2021, the Company does not have any reasonable possible or probable losses from such claims. |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table: Gross proceeds $ 150,000,000 Less: Amount allocated to public warrants (5,100,000) Class A common stock issuance costs (13,306,092) Plus: Accretion of carrying value to redemption value 18,406,092 Class A common stock subject to possible redemption, December 31, 2021 150,000,000 Subsequent remeasurement of Class A common stock subject to possible redemption 293,649 Class A common stock subject to possible redemption, September 30, 2022 $ 150,293,649 Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: Gross proceeds from Initial Public Offering $ 150,000,000 Less: Fair value of Public Warrants at issuance (5,100,000) Offering costs allocated to Class A common stock subject to possible redemption (13,306,092) Plus: Accretion on Class A common stock subject to possible redemption amount 18,406,092 Class A common stock subject to possible redemption $ 150,000,000 The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts): Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 There were no changes in redeemable convertible preferred stock issued and outstanding during the nine months ended September 30, 2022. The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares which led to an increase in redeemable convertible preferred stock of $3,150 during the nine months ended September 30, 2021. Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of September 30, 2022, the preferred shares are not currently redeemable, and it is not probable that the preferred shares will become redeemable, since it is uncertain whether or when circumstances exist that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values. The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2020 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,003,304 19.93 185,252 Series E 5,183,957 5,183,957 22.86 118,076 26,112,823 25,729,542 $ 394,408 Redeemable convertible preferred stock issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows: Redeemable Convertible Preferred Stock Series A Series B Series C Series D Series E Series F Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2020 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,003,304 $ 185,252 3,149,745 $ 71,606 $ — $ — 23,695,330 $ 347,938 Preferred stock issuance, net of costs — — — — — — — — 2,034,212 46,470 — — 2,034,212 46,470 Balance as of December 31, 2020 4,666,503 12,230 1,733,370 18,000 4,142,408 60,850 10,003,304 185,252 5,183,957 118,076 — — 25,729,542 394,408 Preferred stock issuance, net of costs — — — — — — 158,058 3,150 — — 3,634,210 83,073 3,792,268 86,223 Balance as of December 31, 2021 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,161,362 $ 188,402 5,183,957 $ 118,076 3,634,210 $ 83,073 29,521,810 $ 480,631 The Company records all preferred shares net of offering costs at their respective fair values on the dates of issuance. The preferred shares are classified outside of shareholders’ (deficit) equity in the consolidated financial statements, as the preferred shares are redeemable under circumstances that qualify as a deemed liquidation event, which are outside the control of the Company. Upon the occurrence of a liquidation event, such as a voluntary or involuntary liquidation, dissolution or winding up of the Company, merger, consolidation, or change in control, the holders of Series E preferred stock are entitled, on a pari passu basis, to be paid out of the assets of the Company available for distribution before any payment is made to the holders of Series A, B, C, and D preferred shares and then to holders of common shares. In February 2020, the Company closed a Series E follow-on round with the issuance of 2,034,212 Series E preferred shares for net proceeds of $46,470 ($22.86 per share). In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares and net proceeds of $3,150 ($19.93 per share). In April 2021, the Company closed a Series F round with the issuance of 3,634,210 Series F preferred shares for the net proceeds of $83,073 ($22.86 per share). The holders of preferred shares are entitled to cast the number of votes equal to the number of whole common shares into which the preferred shares are convertible. The holders of preferred shares also have consent rights, including in a number of cases subject to a separate class vote and a supermajority requirement, over certain actions including, among others (i) alterations or changes to the terms of the preferred shares, (ii) the election of a certain number of directors, including the designation of directors by holders of a specified series of preferred shares or by certain specified individual stockholders, and (iii) repurchases of shares, the authorization or designation of more senior class or series of shares, or certain issuances of new shares. Preferred shares are convertible at the holder’s option into common shares generally on a share-for-share basis. Each preferred share will be automatically converted into common stock upon either (i) the determination of the holders of certain requisite preferred shares or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, unless such conversion is otherwise effected pursuant to clause (i) above). The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. If dividends are payable on common shares, preferred shareholders also receive those dividends as if the preferred shares had been converted to common shares. Series D, E, and F preferred shareholders are entitled to be paid dividends prior to Series A, B, and C, on a pari passu basis. Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of December 31, 2021 and 2020, preferred shares are not currently redeemable, and it is not probable that preferred shares will become redeemable, since it is uncertain whether or when circumstances exist |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Note 7 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Warrants_2
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 8 — Warrants As of September 30, 2022 and December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and • if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption Note 8 — Warrants As of December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below; and • if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements_2
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,969,468 $ — $ — Liabilities: Derivative liabilities – public warrants $ 1,050,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 493,280 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – public warrants $ 3,825,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 1,785,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the nine months ended September 30, 2022 and in the period from January 28, 2021 (inception) through December 31, 2021. Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (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 of its investments. For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. For the three months ended September 30, 2022 and 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $1.4 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $4.1 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.8 % 9.6 % Stock price $ 9.79 $ 9.66 Remaining term (years) 5.19 5.75 Risk-free rate 3.97 % 1.32 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Change in fair value of derivative liabilities 245,000 Derivative warrant liabilities at March 31, 2022 2,030,000 Change in fair value of derivative liabilities (1,085,000) Derivative warrant liabilities at June 30, 2022 945,000 Change in fair value of derivative liabilities (451,720) Derivative warrant liabilities at September 30, 2022 $ 493,280 Note 9 — Fair Value Measurement The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 3,825,000 $ — $ — Derivative liabilities – Private Placement Warrants $ — $ — $ 1,785,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021. Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (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 of its investments. For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Volatility 9.6 % 11.3 % Stock price $ 9.66 $ 9.66 Remaining term (yrs) 5.75 6.51 Risk-free rate 1.32 % 0.99 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 28, 2021 (inception) $ — Issuance of Public and Private Warrants 7,515,000 Transfer of Public Warrants to Level 1 (5,100,000) Change in fair value of derivative liabilities (630,000) Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Note 6 — Fair Value The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurement as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 519 — — $ 519 Liabilities: Warrants $ — $ — $ 1,572 $ 1,572 SAFE warrant — — 2,022 2,022 SAFE liability — — 27,221 27,221 Total liabilities $ — $ — $ 30,815 $ 30,815 Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 $ 1,729 SAFE liability — — 28,271 $ 28,271 Total Liabilities $ — $ — $ 31,145 $ 31,145 Warrants The Company has warrants to purchase preferred shares outstanding as of September 30, 2022 and December 31, 2021 representing 225,223 and 225,223 preferred shares, respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $14.69 to $19.93 as of each of September 30, 2022 and December 31, 2021. The warrants are accounted for as liabilities in accordance with ASC 480, Distinguishing Liability from Equity , and are presented within other accrued liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed consolidated statements of operations and comprehensive loss. The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the nine months ended September 30, 2022 and 2021, the Company recognized a change in the fair value of liabilities of approximately $(427) and $(699), respectively, on the condensed consolidated statements of operations and comprehensive loss within other (expense) income, net. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Stock price $ 15.03 $ 13.77 Weighted average exercise price 17.31 17.32 Term (in years) 2.3 2.8 Expected volatility 76.9 % 70.6 % Risk-free interest rate 2.9 % 0.8 % Expected dividend yield — % — % SAFE Liability and SAFE Warrant In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The SAFE had not yet converted as a qualifying financing had not yet occurred as of September 30, 2022. At September 30, 2022, the SAFE had a fair value of $27,221 and was recorded within current liabilities on the condensed consolidated balance sheet. Further, the warrant related to the SAFE of $2,022 as of September 30, 2022 is accounted for as a liability. This liability is recorded in current liabilities on the Company's condensed consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expires. The change in fair value between reporting periods for both the SAFE liability and SAFE warrant is included in other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Time to conversion (in years) 0.3 1.0 Liquidity price 100 % 90 % Discount rate 26.0 % 26.0 % Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Remaining life (in years) 5.0 5.0 Volatility 75 % 75 % Interest rate 4.06 % 4.06 % Time to conversion (in years) 0.3 1.0 Risk-free interest rate 3.33 % 4.05 % Dividend yield — % — % The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2022 $ 1,145 $ 28,271 $ 1,729 Loss / (gain) recognized in condensed statement of operations and comprehensive loss 427 (1,050) 293 Balance as of September 30, 2022 $ 1,572 $ 27,221 $ 2,022 Warrants SAFE liability SAFE warrant Balance as of January 1, 2021 $ 582 $ — $ — Issuance of SAFE liability and warrant — — — Loss recognized in condensed statement of operations and comprehensive loss 699 — — Balance as of September 30, 2021 $ 1,281 $ — $ — The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 1,729 SAFE liability — — 28,271 28,271 Total liabilities $ — $ — $ 31,145 $ 31,145 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 582 $ 582 The warrants are accounted for as liabilities in accordance with ASC 480 and are presented within other accrued liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statements of operations and comprehensive loss. The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the years ended December 31, 2021 and 2020, the Company recognized a change in the fair value of liabilities of approximately $(563) and $105, respectively, on the statements of operations and comprehensive loss within other income (expense), net. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Stock price $ 13.77 $ 4.68 Weighted average exercise price 17.32 18.39 Term (in years) 2.8 2.8 Expected volatility 70.6 % 88.9 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Time to conversion (in years) 0.5 1.0 Liquidity price 100 % 90 % Discount rate 17.1 % 17.1 % Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Remaining life (in years) 5.0 5.0 Volatility 60 % 60 % Interest rate 1.26 % 1.26 % Time to conversion (in years) 0.5 1.0 Risk-free interest rate 0.19 % 0.39 % Dividend yield — % — % The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2020 $ 687 $ — $ — Gain recognized in statement of operations and comprehensive loss (105) — — Balance as of December 31, 2020 $ 582 $ — $ — Issuance of SAFE liability and warrant — 28,271 1,729 Loss recognized in statement of operations and comprehensive loss 563 — — Balance as of December 31, 2021 $ 1,145 $ 28,271 $ 1,729 In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares. The fair value of this warrant was $107 as of January 1, 2020 and was remeasured to zero as of December 31, 2020. As a result, the exercise had no impact on the consolidated statement of operations and comprehensive loss as of and for the year ended December 31, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes The Company files income tax returns in the U.S. federal and Connecticut jurisdictions and are subject to examination. The income tax provision consists of the following: For the Period from January 28, 2021 Current Federal $ — State — Deferred Federal (290,181) State Valuation allowance 290,181 Income tax provision $ — The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax assets: Start-up/Organization costs $ 210,307 Net operating loss carryforwards 79,874 Total deferred tax assets 290,181 Valuation allowance (290,181) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 28, 2021 (inception) through December 31, 2021, the valuation allowance was $290,181. As of December 31, 2021, the Company had $380,351 of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income. There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Period from January 28, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (855.9) % Offering costs allocated to derivative warrant liabilities 214.0 % Change in valuation allowance 620.9 % Income tax expense 0.0 % The Company is subject to federal 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 nine months ended September 30, 2022 and 2021. The Company recorded an income tax expense of $0 for the nine months ended September 30, 2022 and 2021, representing an effective tax rate of 0%. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the first nine months ended September 30, 2022 is primarily due to a full valuation allowance related to the Company's U.S. deferred tax assets and tax benefits in the Company's foreign jurisdictions. For the first nine months ended September 30, 2021, the Company's effective tax rate was computed based on income tax rate in New Zealand of 28.0% as the Company was still domiciled in New Zealand. 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 2009 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. During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes which was fully offset by net operating loss carryforwards and deferred R&D credits in New Zealand. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes. The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated United States $ (39,860) $ 106 New Zealand $ (7,551) $ (40,651) Foreign $ 722 $ 2,832 Total $ (46,689) $ (37,713) The components of income tax expense were as follows (in thousands): Year Ended December 31, 2021 2020 Current: United States $ — $ — New Zealand $ — $ — Foreign $ — $ — Total $ — $ — Deferred: United States — — New Zealand — — Foreign — — Total — — The following table is a reconciliation of income taxes computed at the statutory federal income tax rate (21.0% federal income tax rate in the United States for 2021 and 28.0% federal income tax rate in the New Zealand for 2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages): Year Ended December 31, 2021 2020 as Restated as Restated Income tax (benefit) at the statutory federal income tax rate $ (9,805) 21.0 % $ (10,560) 28.0 % Foreign tax rate differential (605) 1.3 % 1,180 (3.2) % State and local taxes (4,068) 8.7 % (2,429) 6.4 % Effects of impairment — — % 10,281 (27.9) % Foreign exchange differences (143) 0.3 % (5,892) 16.0 % Stock-based compensation 501 (1.1) % 670 (1.8) % Interest income on receivable 882 (1.9) % 2,120 (5.7) % Equity method investment (443) 0.9 % (679) 1.8 % Non-deductible legal costs 1,291 (2.8) % — — % Gain from redomiciliation of intellectual property 4,890 (10.5) % — — % Valuation allowance 7,958 (17.0) % 5,505 (14.1) % PPP loan forgiveness (644) 1.4 % $ — — % Other 186 (0.3) % (196) 0.5 % Total income tax benefit $ — — % $ — — % Deferred Taxes Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: as Restated as Restated Net operating loss and credit carryforwards $ 107,979 $ 104,301 Operating lease liability 1,878 2,394 Accrued bonus 981 850 Accrued expenses 1,566 429 Deferred revenue 309 1,018 Equity method investment 1,243 1,031 Other 925 394 $ 114,881 $ 110,417 Valuation allowance (113,276) (108,300) Net deferred tax asset $ 1,605 $ 2,117 Deferred tax liabilities: Operating lease asset (1,429) (1,941) Other (176) (176) Total deferred tax liabilities $ (1,605) $ (2,117) Net deferred income tax assets and liabilities: $ — $ — At December 31, 2021 and 2020, the Company had $299,194 and $271,390, respectively, of tax losses and credits carried forward subject to shareholder continuity and acceptance in the countries where the Company has tax losses carried forward. R&D tax credits included within these amounts are $35,147 and $40,556, respectively, which may be available to offset future income tax liabilities. At December 31, 2021 and 2020, the net operating loss and credit carryforwards are comprised of $239,559 and $196,442 in the United States, $22,203 and $18,104 in state and local, $35,116 and $54,334 in New Zealand, and $4,589 and $2,510 in other foreign jurisdictions, respectively. At December 31, 2021 and 2020, the Company had net operating loss carryforwards of approximately $136,454 and $132,373, respectively, that expire in various years from 2022 through 2037, plus $127,593 and $98,462, respectively, for which there is no expiration date. Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rate of return and the value of the corporation at the time of a “change of ownership” as defined by Section 382. The Company had a change in ownership in November 2014. T herefore, the Company’s ability to utilize its net operating loss carryforwards incurred prior to the 2014 ownership change, will be subject in future periods to annual limitations. In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2021 and 2020, a valuation allowance of $113,276 and $108,300, respectively, was recorded against certain deferred tax assets based on this assessment. The Company believes it is more-likely-than-not that the tax benefit of the remaining net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized as of December 31, 2021 and 2020. At December 31, 2021 and 2020, the Company had no tax liability or benefit related to uncertain tax positions. No interest or penalties related to uncertain taxes have been recognized on the accompanying consolidated statements of operations. Management does not expect a significant change in uncertain tax positions during the twelve months subsequent to December 31, 2021. The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. During December 2021, the Internal Revenue Service completed an income tax examination of the Company’s U.S. federal income tax return for the year ended December 31, 2016, which resulted in no impact to the Company’s consolidated financial statements. The Company has no other ongoing tax examinations with domestic or foreign taxing authorities. During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes. |
Subsequent Events_2
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events On October 18, 2022, the Company entered into additional subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “Additional PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share to the Additional PIPE Investors. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review and except in the case of the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Proposed Business Combination If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination. The Company has evaluated events occurring subsequent to September 30, 2022 through December 12, 2022, the date the condensed consolidated financial statements were available to be issued. The Company has identified two transactions with BGTF LT Aggregator LP (“Brookfield”), an affiliate of Brookfield Asset Management Inc, and a transaction with LanzaJet, described as follows: 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 $500,000,000 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. Brookfield SAFE On October 2, 2022, LanzaTech entered into a Simple Agreement for Future Equity (the “Brookfield SAFE”) with Brookfield. Under the Brookfield SAFE, LanzaTech agreed to issue to Brookfield the right to certain shares of its capital stock, the issuance of which is conditional upon LanzaTech obtaining certain necessary stockholder approvals and waivers, in exchange for the payment of $50,000,000 (the “Initial Purchase Amount”). On the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”) less any Non-Repayable Amount (as described below), plus interest in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur. Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which LanzaTech issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), 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 or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock). For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount will be reduced by $5,000,000 (such cumulative reductions the “Non-Repayable Amount”). Upon the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), and thereafter, the Non-Repayable Amount will convert automatically on an as accrued basis. LanzaJet Shareholder Loan On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. The Company has committed to purchase $5.5 million of Subordinated Secured Notes in a funding scheduled to occur 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 all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation. Each purchaser of Notes under the Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser (which, in the case of the Company, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet). The LanzaJet Note Purchase Agreement may be amended with the approval of holders of FPF and all holders of the LanzaJet Notes. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. Amended Merger Agreement The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. The Company has evaluated events occurring subsequent to December 31, 2021 through May 9, 2022, the date the consolidated financial statements were available to be issued. The Company is not aware of any significant or material subsequent event that would require disclosure. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Merger”). In connection with the Merger, AMCI will be renamed LanzaTech Global, Inc (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. In connection with the Merger Agreement, on March 8, 2022, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Merger. |
Description of the Business
Description of the Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity to date relates to the Company’s formation and the initial public offering (as defined below), described below and since the initial public offering, its search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering (the “initial public offering”) of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000 which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s unaudited condensed statements of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by August 6, 2023. Proposed Business Combination On March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). The transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Business Combination.” The time of the closing of the Proposed Business Combination is referred to herein as the “Closing.” If the Proposed Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Proposed Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Proposed Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $3.5 million , not taking into account tax obligations of approximately $536,000 that may be paid from income from investments held in the trust account. The Company’s liquidity needs up to September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of Founder Shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from January 28, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“initial public offering”), described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s statement of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account (the “trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly r |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the trust account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated With Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of September 30, 2022 and as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of September 30, 2022 and as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 0.88% and 0.91% for the three and nine months ended September 30, 2022, respectively, and 0.00% for the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021 due primarily to changes in fair value of derivative warrant liabilities, non-taxable gains on the settlement of deferred underwriting commissions, and the valuation allowance on the deferred tax assets. Net Income (Loss) Per Share Of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 28, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of LanzaTech NZ Inc. 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. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in the Company's Annual Report for the year ended December 31, 2021. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting or alternative measurement. Refer to Note 5, Investments , for further information. The Company is exposed to the VIEs' losses and other impairment indicators up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 9, Related Party Transactions , for further details on the transactions with VIEs. Going Concern The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). 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 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
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 potential shares of common stock of the Company, including outstanding stock options, warrants, and contingently redeemable preferred stock, 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): Nine months ended September 30, 2022 2021 Numerator: Net loss for basic and diluted earnings per common share $ (54,974) $ (30,591) Unpaid cumulative dividends on preferred stock (28,925) (27,068) Net loss allocated to common shareholders $ (83,899) $ (57,659) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 2,108,472 1,909,635 Net loss per common share, basic and diluted (1) $ (39.79) $ (30.19) __________________ (1) In periods in which the Company reports a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. As of September 30, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following: Nine months ended September 30, 2022 2021 Redeemable convertible preferred stock (if converted) 29,521,810 29,521,810 Options 3,790,978 3,540,570 RSAs 579,660 579,660 Warrants 225,223 225,223 Total 34,117,671 33,867,263 Under the organizational documents of the Company, the preferred shares are convertible by the holder at any time at their option. In addition, the preferred shares will automatically convert into common shares upon either (i) the determination of the holders of certain requisite preferred shares of the Company (which determination will be submitted for approval by such stockholders in connection with the Business Combination described in Note 1, Description of the Business ), or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, such as the Business Combination, unless such conversion is otherwise effected pursuant to clause (i) above). Such conversion would be at a 1:1 ratio, adjusted for certain corporate events. Upon conversion of the preferred shares, the cumulative accrued and declared dividends will become payable. The additional 29,521,810 of potential shares of common stock resulting from any such conversion are not included in the computation of diluted net loss per share in the nine months ended September 30, 2022 and 2021, respectively, because doing so would be anti-dilutive. In connection with the SAFE, see Note 6 - Fair Value , the Company could issue additional potential shares of common stock upon closing of the Business Combination. Further, under the Simple Agreement for Future Equity ("SAFE") warrant, additional potential shares of common stock could be issued upon closing of the Business Combination and exercise of the warrant. These potential shares of common stock have not been issued as of September 30, 2022. The per share issuance price for the SAFE and SAFE warrant upon closing of the Business Combination is 100% of the liquidity price. If another qualified liquidity event occurs instead, the issuance price is 90% of the liquidity price. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Year Ended December 31, 2021 2020 as Restated as Restated Numerator: Net loss for basic and diluted earnings per common share $ (46,689) $ (37,713) Unpaid cumulative dividends on preferred stock (36,758) (31,291) Net loss allocated to common shareholders $ (83,447) $ (69,004) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 1,959,165 1,629,821 Net loss per common share, basic and diluted (1) $ (42.59) $ (42.34) __________________ (1) In periods in which the Company reports a net loss, all stock-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. As of December 31, 2021 and 2020, potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive include the following: Year Ended December 31, 2021 2020 Redeemable convertible preferred stock (if converted) 29,521,810 25,729,542 Options 3,848,420 4,283,200 RSAs 579,660 324,680 Warrants 225,223 383,281 Total 34,175,113 30,720,703 Under the organizational documents of the Company, the preferred shares will automatically convert into common shares upon either (i) the determination of the holders of certain requisite preferred shares of the Company (which determination will be submitted for approval by such stockholders in connection with the Merger described below in Note 20) or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, such as the Merger, unless such conversion is otherwise effected pursuant to clause (i) above). Such conversion would be at a 1:1 ratio, adjusted for certain corporate events.Upon conversion of the preferred shares, the cumulative accrued and declared dividends will become payable. The additional 29,521,810 and 25,729,542 of potential shares of common stock resulting from any such conversion are not included in the computation of diluted net loss per share in 2021 and 2020, respectively, because neither an initial public offering nor a stockholder determination of such conversion had occurred at the end of the period. In connection with the SAFE, see Note 10 - Simple Agreement for Future Equity , the Company could issue additional potential shares of common stock upon closing of the Merger. Further, under the SAFE warrant, see Note 6 – Fair Value and Note 11 – Warrants Liability , additional potential shares of common stock could be issued upon closing of the Merger and exercise of the warrant. These potential shares of common stock have not been issued as of December 31, 2021. The per share issuance price for the SAFE and SAFE warrant upon closing of the Merger is 100% of the liquidity price. If another qualified liquidity event occurs instead, the issuance price is 90% of the liquidity price. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 4 — Revenues Disaggregated Revenue The following table presents disaggregated revenue in the following categories (in thousands): Nine months ended September 30, 2022 2021 Contract Types: Joint development agreements $ 4,018 $ 10,660 Other contract research 4,100 1,393 Research and development revenue 8,118 12,053 Licensing 1,620 1,518 CarbonSmart 3,413 — Engineering and other services 12,630 4,756 Carbon capture and transformation revenue 17,663 6,274 Total Revenue $ 25,781 $ 18,327 Revenue from collaborative partners of $1,733 and $2,662 for the nine months ended September 30, 2022 and 2021, is included in the table above within joint development agreements. Revenue from related parties is included in licensing for $1,620 and $1,518 with the remaining revenue of $496 and $830 in Engineering and other services, for the nine months ended September 30, 2022 and 2021, respectively. The following table presents disaggregation of the Company’s revenues by customer location for the nine months ended September 30, 2022 and 2021 (in thousands): Nine months ended September 30, 2022 2021 North America $ 12,361 $ 12,725 Europe, Middle East, Africa (EMEA) 7,894 5,210 Asia 4,151 242 Australia 1,375 150 Total Revenue $ 25,781 $ 18,327 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 January 1, 2022 as Restated $ 11,700 $ 3,476 $ 13,901 Additions to unbilled accounts receivable 19,355 — — Increases due to cash received — 775 37 Unbilled accounts receivable recognized in trade receivables (16,085) — — Decrease on revaluation on currency (122) — (804) Reclassification from non-current to current contract liabilities — 2,015 (2,015) Reclassification to revenue as a result of performance obligations satisfied — (3,298) — Balance as of September 30, 2022 $ 14,848 $ 2,968 $ 11,119 The increase in contract assets was mostly due to unbilled accounts receivables from contracts with customers where the Company performed engineering and other services, while the decrease in contract liabilities was primarily due to the recognition of revenue during the period related to advance payments previously received by the Company for engineering and other services contracts with customers. As of September 30, 2022 and December 31, 2021 the Company had $11,588 and $2,878, respectively, of billed accounts receivable, net of allowance. The contract liability balance is comprised of unconditional payments received from the Company’s customers prior to the satisfaction of the related performance obligations. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. The Company expects to recognize the amounts classified as current contract liabilities, in revenue within one year or less and those classified as non-current within two to three years. Remaining performance obligations Transaction price allocated to the remaining performance obligation 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 September 30, 2022 December 31, 2021 Current $ 2,968 $ 3,476 Non-current 11,119 13,901 Total $ 14,087 $ 17,377 Disaggregated Revenue The following table presents disaggregated revenue in the following categories (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated Contract Types: Joint development agreements $ 11,700 $ 6,928 Other contract research $ 2,197 1,982 Research and development revenue $ 13,897 8,910 Licensing $ 2,025 1,018 Engineering and other services $ 9,539 8,425 Carbon capture and transformation revenue $ 11,564 9,443 Total Revenue $ 25,461 $ 18,353 Revenue from collaborative partners is included in the table above within joint development agreements. The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated North America $ 15,825 $ 15,732 Europe 7,522 2,117 Asia 1,477 504 Australia 637 — Total Revenue $ 25,461 $ 18,353 Contract balances The following table provides changes in contract assets and liabilities during the year ended December 31, 2021. Current Contract Assets Current Contract Liabilities Non-current Contract Liabilities Balance as of December 31, 2020 as Restated $ 6,186 $ 5,480 $ 11,291 Additions to unbilled accounts receivable as Restated 8,516 — — Increases due to cash received — 20 5,690 Unbilled accounts receivable recognized in trade receivables as Restated (3,002) — — Reclassification from long-term to short-term — 3,080 (3,080) Reclassification to revenue as a result of performance obligations satisfied — (5,104) — Balance as of December 31, 2021 $ 11,700 $ 3,476 $ 13,901 The increase in contract assets was mostly due to unbilled accounts receivables from contracts with customers where the Company performed engineering and other services, while the increase in contract liabilities was primarily due to advance payments received under engineering and other services. As of December 31, 2021 and 2020 the Company had $2,878 and $5,521, respectively, of billed accounts receivable. The contract liability balance is comprised of unconditional payments received from the Company’s customers prior to the satisfaction of the related performance obligations. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. The Company expects to recognize the amounts classified as current contract liabilities, in revenue within one year or less and those classified as non-current within two and three years. Remaining performance obligations Transaction price allocated to the remaining performance obligation 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): Year Ended December 31, 2021 2020 Current $ 3,476 $ 5,480 Non-current 13,901 11,291 Total $ 17,377 $ 16,771 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments The Company’s investments consisted of the following (in thousands): As of Category September 30, 2022 December 31, 2021 as Restated Investments: Equity Method Investment in LanzaJet $ 11,047 $ 12,433 Equity Security Investment in SGLT $ 14,990 $ 12,319 Total Investment $ 26,037 $ 24,752 LanzaJet On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet, Inc. (“LanzaJet”) in connection with an investment agreement (“Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606 Revenue from Contracts with Customers . The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. During the nine months ended September 30, 2022 and 2021, the Company has recognized revenue from this arrangement of $1,620 and $1,516 respectively, net of intra-entity profit elimination. As of September 30, 2022 and December 31, 2021, the Company has recorded deferred revenue of $8,734 and $10,746, respectively. Intra-entity profits related to revenue contracts with LanzaJet are $395 and $497 as of September 30, 2022, and 2021, respectively. Intra-entity profit is amortized over the 15-year amortization period through 2034. Between February 1, 2021 and April 4, 2021, LanzaJet closed two additional rounds of investment which reduced the Original Interest to 25%. As a result, the Company recognized a gain on dilution of $503. The Company retained its contingent right to receive an additional interest in LanzaJet of up to 45 million shares for no additional consideration. The carrying value of our equity method investment in LanzaJet as of September 30, 2022 and December 31, 2021 was approximately $3,600 and $3,100 less than our proportionate share of our equity method investees’ book values, respectively. The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which we may become entitled in exchange for our contribution of intellectual property to LanzaJet. The variable consideration we may receive will be in the form of additional ownership interests and the majority of the basis difference will reverse in connection with recognition of that variable consideration. In connection with a sublicense agreement to LanzaJet under our license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of September 30, 2022 and December 31, 2021. SGLT On September 28, 2011, the Company contributed RMB 25,800 (approx. $4,000) in intellectual property in exchange for 30% of the registered capital of Beijing ShouGang LanzaTech Technology Co., LTD (“SGLT”). As of December 31, 2021, the Company’s interest in SGLT’s registered capital is approximately 10.01%. As the result of the admittance of new investors, the Company recognized a gain from dilution of $3,014 during the nine months ended September 30, 2021. On April 29, 2022, SGLT closed a round of financing which reduced the Company's ownership to 9.31% and resulted in the recognition of gain from dilution of $3,368. On September 30, 2022, management of the Company determined that the Company no longer had significant influence over the operating and financial policies of SGLT due to the significant and sustained decrease in SGLT's technological dependence on LanzaTech. As such, as of September 30, 2022, the Company ceased applying the equity method and reclassified cumulative currency translation adjustments associated with its investment in SGLT of $928 to include those adjustments in the carrying value of its investment. Prospectively, the Company will account for its investment in the equity security of SGLT using the alternative measurement principals as permitted under ASC 321, Investments - Equity Securities , because SGLT's fair value is not readily determinable. As the change is effective on September 30, 2022, the Company recorded SGLT's attributable net loss of $76, for the nine months ended September 30, 2022, on the condensed consolidated statements of operations. Subsequently, under the alternative measurement method, LanzaTech will adjust the carrying value for observable changes in price and will reassess whether its investment in SGLT continues to qualify for such method. Additionally, LanzaTech will perform a qualitative assessment and recognize an impairment if their are sufficient indicators that the fair value of the SGLT investment is less than its carrying value. The changes in value and impairment charges (if any), are recorded in other (expense) income, net in the condensed consolidated statement of operations. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,969,468 $ — $ — Liabilities: Derivative liabilities – public warrants $ 1,050,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 493,280 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – public warrants $ 3,825,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 1,785,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the nine months ended September 30, 2022 and in the period from January 28, 2021 (inception) through December 31, 2021. Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (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 of its investments. For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. For the three months ended September 30, 2022 and 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $1.4 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $4.1 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.8 % 9.6 % Stock price $ 9.79 $ 9.66 Remaining term (years) 5.19 5.75 Risk-free rate 3.97 % 1.32 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Change in fair value of derivative liabilities 245,000 Derivative warrant liabilities at March 31, 2022 2,030,000 Change in fair value of derivative liabilities (1,085,000) Derivative warrant liabilities at June 30, 2022 945,000 Change in fair value of derivative liabilities (451,720) Derivative warrant liabilities at September 30, 2022 $ 493,280 Note 9 — Fair Value Measurement The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 3,825,000 $ — $ — Derivative liabilities – Private Placement Warrants $ — $ — $ 1,785,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021. Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (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 of its investments. For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Volatility 9.6 % 11.3 % Stock price $ 9.66 $ 9.66 Remaining term (yrs) 5.75 6.51 Risk-free rate 1.32 % 0.99 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 28, 2021 (inception) $ — Issuance of Public and Private Warrants 7,515,000 Transfer of Public Warrants to Level 1 (5,100,000) Change in fair value of derivative liabilities (630,000) Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Note 6 — Fair Value The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurement as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 519 — — $ 519 Liabilities: Warrants $ — $ — $ 1,572 $ 1,572 SAFE warrant — — 2,022 2,022 SAFE liability — — 27,221 27,221 Total liabilities $ — $ — $ 30,815 $ 30,815 Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 $ 1,729 SAFE liability — — 28,271 $ 28,271 Total Liabilities $ — $ — $ 31,145 $ 31,145 Warrants The Company has warrants to purchase preferred shares outstanding as of September 30, 2022 and December 31, 2021 representing 225,223 and 225,223 preferred shares, respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $14.69 to $19.93 as of each of September 30, 2022 and December 31, 2021. The warrants are accounted for as liabilities in accordance with ASC 480, Distinguishing Liability from Equity , and are presented within other accrued liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed consolidated statements of operations and comprehensive loss. The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the nine months ended September 30, 2022 and 2021, the Company recognized a change in the fair value of liabilities of approximately $(427) and $(699), respectively, on the condensed consolidated statements of operations and comprehensive loss within other (expense) income, net. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Stock price $ 15.03 $ 13.77 Weighted average exercise price 17.31 17.32 Term (in years) 2.3 2.8 Expected volatility 76.9 % 70.6 % Risk-free interest rate 2.9 % 0.8 % Expected dividend yield — % — % SAFE Liability and SAFE Warrant In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The SAFE had not yet converted as a qualifying financing had not yet occurred as of September 30, 2022. At September 30, 2022, the SAFE had a fair value of $27,221 and was recorded within current liabilities on the condensed consolidated balance sheet. Further, the warrant related to the SAFE of $2,022 as of September 30, 2022 is accounted for as a liability. This liability is recorded in current liabilities on the Company's condensed consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expires. The change in fair value between reporting periods for both the SAFE liability and SAFE warrant is included in other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Time to conversion (in years) 0.3 1.0 Liquidity price 100 % 90 % Discount rate 26.0 % 26.0 % Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Remaining life (in years) 5.0 5.0 Volatility 75 % 75 % Interest rate 4.06 % 4.06 % Time to conversion (in years) 0.3 1.0 Risk-free interest rate 3.33 % 4.05 % Dividend yield — % — % The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2022 $ 1,145 $ 28,271 $ 1,729 Loss / (gain) recognized in condensed statement of operations and comprehensive loss 427 (1,050) 293 Balance as of September 30, 2022 $ 1,572 $ 27,221 $ 2,022 Warrants SAFE liability SAFE warrant Balance as of January 1, 2021 $ 582 $ — $ — Issuance of SAFE liability and warrant — — — Loss recognized in condensed statement of operations and comprehensive loss 699 — — Balance as of September 30, 2021 $ 1,281 $ — $ — The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 1,729 SAFE liability — — 28,271 28,271 Total liabilities $ — $ — $ 31,145 $ 31,145 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 582 $ 582 The warrants are accounted for as liabilities in accordance with ASC 480 and are presented within other accrued liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statements of operations and comprehensive loss. The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the years ended December 31, 2021 and 2020, the Company recognized a change in the fair value of liabilities of approximately $(563) and $105, respectively, on the statements of operations and comprehensive loss within other income (expense), net. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Stock price $ 13.77 $ 4.68 Weighted average exercise price 17.32 18.39 Term (in years) 2.8 2.8 Expected volatility 70.6 % 88.9 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Time to conversion (in years) 0.5 1.0 Liquidity price 100 % 90 % Discount rate 17.1 % 17.1 % Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Remaining life (in years) 5.0 5.0 Volatility 60 % 60 % Interest rate 1.26 % 1.26 % Time to conversion (in years) 0.5 1.0 Risk-free interest rate 0.19 % 0.39 % Dividend yield — % — % The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2020 $ 687 $ — $ — Gain recognized in statement of operations and comprehensive loss (105) — — Balance as of December 31, 2020 $ 582 $ — $ — Issuance of SAFE liability and warrant — 28,271 1,729 Loss recognized in statement of operations and comprehensive loss 563 — — Balance as of December 31, 2021 $ 1,145 $ 28,271 $ 1,729 In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares. The fair value of this warrant was $107 as of January 1, 2020 and was remeasured to zero as of December 31, 2020. As a result, the exercise had no impact on the consolidated statement of operations and comprehensive loss as of and for the year ended December 31, 2021. |
Income Taxes_2
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes The Company files income tax returns in the U.S. federal and Connecticut jurisdictions and are subject to examination. The income tax provision consists of the following: For the Period from January 28, 2021 Current Federal $ — State — Deferred Federal (290,181) State Valuation allowance 290,181 Income tax provision $ — The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax assets: Start-up/Organization costs $ 210,307 Net operating loss carryforwards 79,874 Total deferred tax assets 290,181 Valuation allowance (290,181) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 28, 2021 (inception) through December 31, 2021, the valuation allowance was $290,181. As of December 31, 2021, the Company had $380,351 of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income. There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Period from January 28, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (855.9) % Offering costs allocated to derivative warrant liabilities 214.0 % Change in valuation allowance 620.9 % Income tax expense 0.0 % The Company is subject to federal 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 nine months ended September 30, 2022 and 2021. The Company recorded an income tax expense of $0 for the nine months ended September 30, 2022 and 2021, representing an effective tax rate of 0%. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the first nine months ended September 30, 2022 is primarily due to a full valuation allowance related to the Company's U.S. deferred tax assets and tax benefits in the Company's foreign jurisdictions. For the first nine months ended September 30, 2021, the Company's effective tax rate was computed based on income tax rate in New Zealand of 28.0% as the Company was still domiciled in New Zealand. 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 2009 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. During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes which was fully offset by net operating loss carryforwards and deferred R&D credits in New Zealand. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes. The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated United States $ (39,860) $ 106 New Zealand $ (7,551) $ (40,651) Foreign $ 722 $ 2,832 Total $ (46,689) $ (37,713) The components of income tax expense were as follows (in thousands): Year Ended December 31, 2021 2020 Current: United States $ — $ — New Zealand $ — $ — Foreign $ — $ — Total $ — $ — Deferred: United States — — New Zealand — — Foreign — — Total — — The following table is a reconciliation of income taxes computed at the statutory federal income tax rate (21.0% federal income tax rate in the United States for 2021 and 28.0% federal income tax rate in the New Zealand for 2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages): Year Ended December 31, 2021 2020 as Restated as Restated Income tax (benefit) at the statutory federal income tax rate $ (9,805) 21.0 % $ (10,560) 28.0 % Foreign tax rate differential (605) 1.3 % 1,180 (3.2) % State and local taxes (4,068) 8.7 % (2,429) 6.4 % Effects of impairment — — % 10,281 (27.9) % Foreign exchange differences (143) 0.3 % (5,892) 16.0 % Stock-based compensation 501 (1.1) % 670 (1.8) % Interest income on receivable 882 (1.9) % 2,120 (5.7) % Equity method investment (443) 0.9 % (679) 1.8 % Non-deductible legal costs 1,291 (2.8) % — — % Gain from redomiciliation of intellectual property 4,890 (10.5) % — — % Valuation allowance 7,958 (17.0) % 5,505 (14.1) % PPP loan forgiveness (644) 1.4 % $ — — % Other 186 (0.3) % (196) 0.5 % Total income tax benefit $ — — % $ — — % Deferred Taxes Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: as Restated as Restated Net operating loss and credit carryforwards $ 107,979 $ 104,301 Operating lease liability 1,878 2,394 Accrued bonus 981 850 Accrued expenses 1,566 429 Deferred revenue 309 1,018 Equity method investment 1,243 1,031 Other 925 394 $ 114,881 $ 110,417 Valuation allowance (113,276) (108,300) Net deferred tax asset $ 1,605 $ 2,117 Deferred tax liabilities: Operating lease asset (1,429) (1,941) Other (176) (176) Total deferred tax liabilities $ (1,605) $ (2,117) Net deferred income tax assets and liabilities: $ — $ — At December 31, 2021 and 2020, the Company had $299,194 and $271,390, respectively, of tax losses and credits carried forward subject to shareholder continuity and acceptance in the countries where the Company has tax losses carried forward. R&D tax credits included within these amounts are $35,147 and $40,556, respectively, which may be available to offset future income tax liabilities. At December 31, 2021 and 2020, the net operating loss and credit carryforwards are comprised of $239,559 and $196,442 in the United States, $22,203 and $18,104 in state and local, $35,116 and $54,334 in New Zealand, and $4,589 and $2,510 in other foreign jurisdictions, respectively. At December 31, 2021 and 2020, the Company had net operating loss carryforwards of approximately $136,454 and $132,373, respectively, that expire in various years from 2022 through 2037, plus $127,593 and $98,462, respectively, for which there is no expiration date. Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rate of return and the value of the corporation at the time of a “change of ownership” as defined by Section 382. The Company had a change in ownership in November 2014. T herefore, the Company’s ability to utilize its net operating loss carryforwards incurred prior to the 2014 ownership change, will be subject in future periods to annual limitations. In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2021 and 2020, a valuation allowance of $113,276 and $108,300, respectively, was recorded against certain deferred tax assets based on this assessment. The Company believes it is more-likely-than-not that the tax benefit of the remaining net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized as of December 31, 2021 and 2020. At December 31, 2021 and 2020, the Company had no tax liability or benefit related to uncertain tax positions. No interest or penalties related to uncertain taxes have been recognized on the accompanying consolidated statements of operations. Management does not expect a significant change in uncertain tax positions during the twelve months subsequent to December 31, 2021. The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. During December 2021, the Internal Revenue Service completed an income tax examination of the Company’s U.S. federal income tax return for the year ended December 31, 2016, which resulted in no impact to the Company’s consolidated financial statements. The Company has no other ongoing tax examinations with domestic or foreign taxing authorities. During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company offers share option plans to employees, directors, and others providing similar employee-related services, which meet the definition of an equity-settled share-based payment. Stock Options The Company has five ownership-based participation rights schemes for employees, directors, and certain third-party providers. In accordance with the provisions of the schemes, as approved by the directors and shareholders, grantees have been granted options to purchase common shares at an exercise price based on the fair value price of the Company’s common shares on the date of grant as approved by the directors. The stock options generally have a service condition of two Stock option awards outstanding as of September 30, 2022 and changes during the period ended September 30, 2022 were as follows: Shares under option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2022 3,848 $ 6.55 6.16 $ 27,796 Vested and expecting to vest at January 1, 2022 3,848 6.55 6.16 27,796 Exercisable at January 1, 2022 2,479 $ 6.31 4.85 $ 18,499 Exercised (3) 6.75 — — Cancelled/forfeited (38) 9.55 — 188 Expired (1) 6.61 — 4 Outstanding at September 30, 2022 3,806 $ 6.52 5.39 $ 42,032 Vested and expecting to vest at September 30, 2022 3,806 6.52 5.39 42,032 Exercisable at September 30, 2022 2,918 $ 6.30 4.56 $ 32,874 The Company recorded compensation expense of $2,067 and $1,790 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Unrecognized compensation costs as of September 30, 2022 was $3,835 and will be recognized over a weighted average of 2.27 years. Restricted Stock Awards (“RSAs”) RSAs become eligible to vest upon the satisfaction of a time-based service condition. However, in order to vest, a liquidity event, defined as acquisition, asset transfer, or initial listing, must occur within 10 years from the grant date. Upon a liquidity event, if the participant’s service has not terminated, the entire RSA award vests in full, whether or not previously eligible for vesting. If the participant’s service has terminated and they have satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting shall immediately vest in full. The time-based service requirements of the RSAs have a maximum term of three years from the date of grant. As of September 30, 2022, there were 579,660 outstanding unvested shares for a weighted average fair value of $4.72. There were no changes during the nine months ended September 30, 2022. As of September 30, 2022, and September 30, 2021 the Company concluded that the liquidity event performance condition described above for the RSAs was not probable of being satisfied at such time. As a result, the Company did not recognize any compensation cost during the nine months ended September 30, 2022 and September 30, 2021 for any RSAs granted. The Company offers share option plans to employees, directors, and others providing consulting services, which meet the definition of an equity-settled stock-based payment. Stock Options The Company has five ownership-based participation rights schemes for employees, directors, and certain third-party providers. In accordance with the provisions of the schemes, as approved by the directors and shareholders, grantees have been granted options to purchase common shares at an exercise price based on the fair value price of the Company’s common shares on the date of grant as approved by the directors. The stock options generally have a service condition of two Stock option awards outstanding as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows: Shares under option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2021 4,283 $ 5.12 5.09 $ 2,582 Vested and expecting to vest at January 1, 2021 4,283 5.12 5.09 2,582 Exercisable at January 1, 2021 2,915 $ 5.02 3.47 $ 2,582 Granted 620 9.33 $ — — Exercised (721) 2.36 $ — 1,741 Cancelled/forfeited/expired (334) 2.50 $ — 755 Outstanding at December 31, 2021 3,848 $ 6.55 6.16 $ 27,796 Vested and expecting to vest at December 31, 2021 3,848 6.55 6.16 27,796 Exercisable at December 31, 2021 2,479 $ 6.31 4.85 $ 18,499 The Company recorded compensation expense of $2,531 and $2,392 for the years ended December 31, 2021 and 2020, respectively. Unrecognized compensation costs as of December 31, 2021 was $6,120 and will be recognized over a weighted average of 2.7 years. The fair value of each stock option award was estimated on each grant date using the Black-Scholes option pricing model. The following assumptions were used and required significant judgment to determine: • Expected Term — the Company used the “simplified method” for estimating the expected term of plain-vanilla options, whereby the expected term equals the arithmetic average of the vesting term and LanzaTech’s contractual term of the option. • Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury zero-coupon instruments with maturities similar to the expected term of LanzaTech’s stock options. • Expected Dividend — the expected dividend yield is based on the Company's expectation of future dividend payouts to common stockholders. • Expected Volatility — Due to the Company's limited historical data, a group of similar companies that are publicly traded was used to estimate the expected volatility. The historical volatility data was computed using the daily closing prices for the various companies' shares during the equivalent period of the calculated expected term of the stock-based awards. The following table summarizes the weighted-average assumptions applied in the Black-Scholes valuation of options for awards subject to expense recognition for the first time in the period, for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Stock price $ 9.33 $ 4.68 Exercise price 9.33 4.68 Expected term (years) 6.1 6.4 Expected volatility 98.0 % 100.6 % Risk-free interest rate 1.09 % 0.56 % Dividend yield — % — % The weighted-average grant date fair value of options granted during 2021 and 2020 was $6.29 and $3.99 per option, respectively. Restricted Stock Awards (“RSAs”) RSAs become eligible to vest upon the satisfaction of a time-based service condition. However, in order to vest, a liquidity event, defined as acquisition, asset transfer, or initial listing, must occur within 10 years from the grant date. Upon a liquidity event, if the participant’s service has not terminated, the entire RSA award vests in full, whether or not previously eligible for vesting. If the participant’s service has terminated and they have satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting shall immediately vest in full. The time-based service requirements of the RSAs have a maximum term of three years from the date of grant. RSAs as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows: Nonvested Shares (thousands) Weighted Average Fair Value Outstanding at January 1, 2021 325 $ 4.68 Granted 281 4.76 Forfeited (26) 4.68 Outstanding at December 31, 2021 580 $ 4.72 As of December 31, 2021 and 2020, the Company concluded that the liquidity event performance condition described above for the RSAs was not probable of being satisfied at such time. As a result, the Company did not recognize any compensation cost during the years ended December 31, 2021 and 2020 for any RSAs granted. |
Related Party Transactions_2_3
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited. In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Private Placement Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. 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 the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Related Party Loans and Advances On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company incurred $30,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company incurred $90,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. As of September 30, 2022 and December 31, 2021, approximately $90,000 and $50,000, respectively, of such fees were included in due to related party on the accompanying condensed balance sheets. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, directors, officers or directors of the Company, or any of their affiliates. As of September 30, 2022 and December 31, 2021, there were approximately $596,000 and $0, respectively, of such fees included as due to related party on the accompanying condensed balance sheets. Note 4 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited. In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Private Placement Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. 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 the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Related Party Loans and Advances On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants. In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred $50,000 of such fees, included as general and administrative fees — related party on the accompanying statement of operations. As of December 31, 2021, approximately $50,000 of such fees are included as due to related party on the accompanying balance sheet. Note 9 — Related Party Transactions As of September 30, 2022 and December 31, 2021, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $26,037 and $24,752, respectively. The table below summarizes amounts related to transactions with these related parties (in thousands): Nine months ended September 30, 2022 2021 Revenues $ 2,116 $ 2,348 As of September 30, 2022 December 31, 2021 Accounts receivable $ 1,509 $ 1,071 Contract assets 73 60 Purchases and open accounts payable 1,863 2,575 The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5, Investments , for more information. In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, access to office and laboratory space, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. For the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $148 and $355, respectively, under the transition services agreement. The Company also provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5, Investments . In connection with these services, the Company recognized revenue from LanzaJet of approximately $170 and $403, for the nine months ended September 30, 2022 and September 30, 2021, respectively. In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due to the Company of $24. The lease commenced upon execution of the lease agreement and was subsequently amended in 2022 to extend the Pre-Development Term and annual rent amount. Refer to Note 12, Leases , for more information. The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, for the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $151 and $69, respectively. The Company also provided engineering services and incurred costs of $$893 and $1,171 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, 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 licensing consideration, calculated as a percentage of the royalties received by SGLT from the sublicenses. Currently, SGLT sublicenses to certain of its subsidiaries that use LanzaTech's proprietary technology. The royalties received by SGLT are based on sales-and-usage of the sublicensed technology. For the nine months ended September 30, 2022, and September 30, 2021, the Company did not earn any sublicensing revenue as no royalties were received by SGLT. As of December 31, 2021 and 2020, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $24,752 and $23,217, respectively. Trade receivables and contract assets of $1,071 and $3,257, from these equity method investees are included in accounts receivable, respectively. The Company made purchases and had open accounts payable of $2,575 as of and for the year ended December 31, 2021. The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5 - Investment s, for more information. In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, 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. During the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $495 and $285, respectively, under the transition services agreement. The Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5 - Investments . As a result, during the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $428 and $2,740, respectively. The Company supplies SGLT with its biocatalyst, certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, during 2021 and 2020 the Company recognized revenue from related parties of approximately $282 and $156, respectively. The Company also provided engineering services and incurred costs of $1,223 and $242 during the years ended December 31, 2021 and 2020, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, to provide SGLT with the right to sublicense the intellectual property that LanzaTech previously licensed to SGLT. In |
Redeemable, Convertible Preferr
Redeemable, Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable, Convertible Preferred Stock | Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table: Gross proceeds $ 150,000,000 Less: Amount allocated to public warrants (5,100,000) Class A common stock issuance costs (13,306,092) Plus: Accretion of carrying value to redemption value 18,406,092 Class A common stock subject to possible redemption, December 31, 2021 150,000,000 Subsequent remeasurement of Class A common stock subject to possible redemption 293,649 Class A common stock subject to possible redemption, September 30, 2022 $ 150,293,649 Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: Gross proceeds from Initial Public Offering $ 150,000,000 Less: Fair value of Public Warrants at issuance (5,100,000) Offering costs allocated to Class A common stock subject to possible redemption (13,306,092) Plus: Accretion on Class A common stock subject to possible redemption amount 18,406,092 Class A common stock subject to possible redemption $ 150,000,000 The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts): Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 There were no changes in redeemable convertible preferred stock issued and outstanding during the nine months ended September 30, 2022. The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares which led to an increase in redeemable convertible preferred stock of $3,150 during the nine months ended September 30, 2021. Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of September 30, 2022, the preferred shares are not currently redeemable, and it is not probable that the preferred shares will become redeemable, since it is uncertain whether or when circumstances exist that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values. The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2020 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,003,304 19.93 185,252 Series E 5,183,957 5,183,957 22.86 118,076 26,112,823 25,729,542 $ 394,408 Redeemable convertible preferred stock issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows: Redeemable Convertible Preferred Stock Series A Series B Series C Series D Series E Series F Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2020 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,003,304 $ 185,252 3,149,745 $ 71,606 $ — $ — 23,695,330 $ 347,938 Preferred stock issuance, net of costs — — — — — — — — 2,034,212 46,470 — — 2,034,212 46,470 Balance as of December 31, 2020 4,666,503 12,230 1,733,370 18,000 4,142,408 60,850 10,003,304 185,252 5,183,957 118,076 — — 25,729,542 394,408 Preferred stock issuance, net of costs — — — — — — 158,058 3,150 — — 3,634,210 83,073 3,792,268 86,223 Balance as of December 31, 2021 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,161,362 $ 188,402 5,183,957 $ 118,076 3,634,210 $ 83,073 29,521,810 $ 480,631 The Company records all preferred shares net of offering costs at their respective fair values on the dates of issuance. The preferred shares are classified outside of shareholders’ (deficit) equity in the consolidated financial statements, as the preferred shares are redeemable under circumstances that qualify as a deemed liquidation event, which are outside the control of the Company. Upon the occurrence of a liquidation event, such as a voluntary or involuntary liquidation, dissolution or winding up of the Company, merger, consolidation, or change in control, the holders of Series E preferred stock are entitled, on a pari passu basis, to be paid out of the assets of the Company available for distribution before any payment is made to the holders of Series A, B, C, and D preferred shares and then to holders of common shares. In February 2020, the Company closed a Series E follow-on round with the issuance of 2,034,212 Series E preferred shares for net proceeds of $46,470 ($22.86 per share). In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares and net proceeds of $3,150 ($19.93 per share). In April 2021, the Company closed a Series F round with the issuance of 3,634,210 Series F preferred shares for the net proceeds of $83,073 ($22.86 per share). The holders of preferred shares are entitled to cast the number of votes equal to the number of whole common shares into which the preferred shares are convertible. The holders of preferred shares also have consent rights, including in a number of cases subject to a separate class vote and a supermajority requirement, over certain actions including, among others (i) alterations or changes to the terms of the preferred shares, (ii) the election of a certain number of directors, including the designation of directors by holders of a specified series of preferred shares or by certain specified individual stockholders, and (iii) repurchases of shares, the authorization or designation of more senior class or series of shares, or certain issuances of new shares. Preferred shares are convertible at the holder’s option into common shares generally on a share-for-share basis. Each preferred share will be automatically converted into common stock upon either (i) the determination of the holders of certain requisite preferred shares or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, unless such conversion is otherwise effected pursuant to clause (i) above). The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. If dividends are payable on common shares, preferred shareholders also receive those dividends as if the preferred shares had been converted to common shares. Series D, E, and F preferred shareholders are entitled to be paid dividends prior to Series A, B, and C, on a pari passu basis. Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of December 31, 2021 and 2020, preferred shares are not currently redeemable, and it is not probable that preferred shares will become redeemable, since it is uncertain whether or when circumstances exist |
Commitments and Contingencies_3
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering. The Company recognized approximately $4.9 million of the commissions waiver as a reduction to additional paid-in capital in the condensed statements of changes in stockholders’ deficit for the three and nine months ended September 30, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit. The remaining balance of approximately $172,000 is recognized as a gain from extinguishment of deferred underwriting commissions on public warrants in the condensed statements of operations, which represents the original amount expensed in the Company’s initial public offering. On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $500,000 for its role as co-placement agent, $7,500,000 for its role as exclusive financial advisor and $5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements. Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2022 and December 31, 2021, the Company does not have any reasonable possible or probable losses from such claims. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. In February 2022, the lease agreement with LanzaJet was amended to extend the pre-development term of the lease until the earlier of commencement of construction of the alcohol-to-jet fuel facility on the leased land or December 31, 2023 and increased the annual base rent amount. The Company recognizes lease revenue on a straight-line basis over the life of the lease agreement. The following table presents amounts included in Revenue from related party transactions in the Condensed Consolidated Statement of Operations related to lessor activity (in thousands): Nine months ended September 30, 2022 2021 Lease income from operating leases $ 25 $ 18 The Company leases certain office space and laboratory facilities. The Company’s lease agreements typically do not contain any significant guarantees of asset values at the end of a lease, renewal options or restrictive covenants. Pursuant to the Company ’ s adoption of ASC 842, Leases, all leases were classified as operating leases. During 2021 and 2020, t he discount rate used in the calculation of lease liabilities was 7.5%, which is the estimate of the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term. Total operating lease costs and variable lease costs for the years ended December 31, 2021 and 2020 were $2,126 and $2,077 and $2,575 and $1,813, respectively. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2021 and 2020 was $2,059 and $1,765, respectively. As of December 31, 2021, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands): Year ending December 31, 2022 $ 2,366 2023 2,413 2024 1,039 2025 — 2026 — Thereafter — Total lease payments $ 5,818 Less: Imputed interest 485 Total lease liabilities $ 5,333 The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases: Year Ended December 31, 2021 2020 Weighted average remaining lease term (years) 2.4 3.4 Weighted average discount rate 7.5 % 7.5 % Lessor Accounting In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. We recognize lease revenue on a straight-line basis over the life of the lease agreement. The following future minimum lease payments due to us from the lease agreement at December 31, 2021, is as follows (in thousands) Year ending December 31, 2022 $ 24 2023 24 2024 24 2025 24 2026 24 Thereafter 168 Total lease payments $ 288 |
Subsequent Events_2_3
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events On October 18, 2022, the Company entered into additional subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “Additional PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share to the Additional PIPE Investors. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review and except in the case of the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Proposed Business Combination If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination. The Company has evaluated events occurring subsequent to September 30, 2022 through December 12, 2022, the date the condensed consolidated financial statements were available to be issued. The Company has identified two transactions with BGTF LT Aggregator LP (“Brookfield”), an affiliate of Brookfield Asset Management Inc, and a transaction with LanzaJet, described as follows: 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 $500,000,000 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. Brookfield SAFE On October 2, 2022, LanzaTech entered into a Simple Agreement for Future Equity (the “Brookfield SAFE”) with Brookfield. Under the Brookfield SAFE, LanzaTech agreed to issue to Brookfield the right to certain shares of its capital stock, the issuance of which is conditional upon LanzaTech obtaining certain necessary stockholder approvals and waivers, in exchange for the payment of $50,000,000 (the “Initial Purchase Amount”). On the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”) less any Non-Repayable Amount (as described below), plus interest in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur. Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which LanzaTech issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), 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 or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock). For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount will be reduced by $5,000,000 (such cumulative reductions the “Non-Repayable Amount”). Upon the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), and thereafter, the Non-Repayable Amount will convert automatically on an as accrued basis. LanzaJet Shareholder Loan On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. The Company has committed to purchase $5.5 million of Subordinated Secured Notes in a funding scheduled to occur 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 all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation. Each purchaser of Notes under the Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser (which, in the case of the Company, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet). The LanzaJet Note Purchase Agreement may be amended with the approval of holders of FPF and all holders of the LanzaJet Notes. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. Amended Merger Agreement The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. The Company has evaluated events occurring subsequent to December 31, 2021 through May 9, 2022, the date the consolidated financial statements were available to be issued. The Company is not aware of any significant or material subsequent event that would require disclosure. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Merger”). In connection with the Merger, AMCI will be renamed LanzaTech Global, Inc (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. In connection with the Merger Agreement, on March 8, 2022, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Merger. |
Description of the Business_2
Description of the Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity to date relates to the Company’s formation and the initial public offering (as defined below), described below and since the initial public offering, its search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering (the “initial public offering”) of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000 which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s unaudited condensed statements of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”). However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by August 6, 2023. Proposed Business Combination On March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”). The transactions contemplated by the Merger Agreement are referred to herein as the “Proposed Business Combination.” The time of the closing of the Proposed Business Combination is referred to herein as the “Closing.” If the Proposed Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Proposed Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Proposed Business Combination. Liquidity and Going Concern As of September 30, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $3.5 million , not taking into account tax obligations of approximately $536,000 that may be paid from income from investments held in the trust account. The Company’s liquidity needs up to September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of Founder Shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4). Subsequent to the initial public offering, net proceeds from the private placement of $0.9 million were placed in the operating account for working capital purposes. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. Note 1 — Description of Organization and Business Operations AMCI Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”). As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from January 28, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“initial public offering”), described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”). On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units (the “units”). Each unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “private placement warrants”) to the Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the warrants sold in the initial public offering, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. As the initial public offering includes two instruments, Class A common stock and warrants, and as the warrants are classified as a financial liability, it is necessary to allocate the gross proceeds between Class A common stock and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was allocated to the Class A common stock. The percentage derived from this allocation was used to allocate the deferred offering costs between Class A common stock and warrants. Issuance costs allocated to the warrants were expensed to the Company’s statement of operations. Transaction costs of the initial public offering amounted to $13,782,542 and consisted of $1,500,000 of underwriting discount, $5,250,000 of deferred underwriting discount, $6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $522,784 of other offering costs. A total of $150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company must complete one or more initial business combination having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a business combination successfully. Upon the closing of the initial public offering, management has agreed that an amount equal to at least $10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account (the “trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly r |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the trust account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated With Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of September 30, 2022 and as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of September 30, 2022 and as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 0.88% and 0.91% for the three and nine months ended September 30, 2022, respectively, and 0.00% for the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and the period from January 28, 2021 (inception) through September 30, 2021 due primarily to changes in fair value of derivative warrant liabilities, non-taxable gains on the settlement of deferred underwriting commissions, and the valuation allowance on the deferred tax assets. Net Income (Loss) Per Share Of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 28, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of LanzaTech NZ Inc. 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. For further information refer to the Consolidated Financial Statements and Footnotes thereto included in the Company's Annual Report for the year ended December 31, 2021. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary. The Company's variable interests primarily relate to entities in which the Company has a non-controlling equity interest. Although these financial arrangements resulted in holding variable interests in these entities, they did not empower the Company to direct the activities of the VIEs that most significantly impact the VIEs' economic performance. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting or alternative measurement. Refer to Note 5, Investments , for further information. The Company is exposed to the VIEs' losses and other impairment indicators up to the carrying value of each investment and any amounts receivable from the VIE, less amounts payable. Refer to Note 9, Related Party Transactions , for further details on the transactions with VIEs. Going Concern The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). 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 |
Net Loss Per Share_2
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
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 potential shares of common stock of the Company, including outstanding stock options, warrants, and contingently redeemable preferred stock, 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): Nine months ended September 30, 2022 2021 Numerator: Net loss for basic and diluted earnings per common share $ (54,974) $ (30,591) Unpaid cumulative dividends on preferred stock (28,925) (27,068) Net loss allocated to common shareholders $ (83,899) $ (57,659) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 2,108,472 1,909,635 Net loss per common share, basic and diluted (1) $ (39.79) $ (30.19) __________________ (1) In periods in which the Company reports a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. As of September 30, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following: Nine months ended September 30, 2022 2021 Redeemable convertible preferred stock (if converted) 29,521,810 29,521,810 Options 3,790,978 3,540,570 RSAs 579,660 579,660 Warrants 225,223 225,223 Total 34,117,671 33,867,263 Under the organizational documents of the Company, the preferred shares are convertible by the holder at any time at their option. In addition, the preferred shares will automatically convert into common shares upon either (i) the determination of the holders of certain requisite preferred shares of the Company (which determination will be submitted for approval by such stockholders in connection with the Business Combination described in Note 1, Description of the Business ), or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, such as the Business Combination, unless such conversion is otherwise effected pursuant to clause (i) above). Such conversion would be at a 1:1 ratio, adjusted for certain corporate events. Upon conversion of the preferred shares, the cumulative accrued and declared dividends will become payable. The additional 29,521,810 of potential shares of common stock resulting from any such conversion are not included in the computation of diluted net loss per share in the nine months ended September 30, 2022 and 2021, respectively, because doing so would be anti-dilutive. In connection with the SAFE, see Note 6 - Fair Value , the Company could issue additional potential shares of common stock upon closing of the Business Combination. Further, under the Simple Agreement for Future Equity ("SAFE") warrant, additional potential shares of common stock could be issued upon closing of the Business Combination and exercise of the warrant. These potential shares of common stock have not been issued as of September 30, 2022. The per share issuance price for the SAFE and SAFE warrant upon closing of the Business Combination is 100% of the liquidity price. If another qualified liquidity event occurs instead, the issuance price is 90% of the liquidity price. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Year Ended December 31, 2021 2020 as Restated as Restated Numerator: Net loss for basic and diluted earnings per common share $ (46,689) $ (37,713) Unpaid cumulative dividends on preferred stock (36,758) (31,291) Net loss allocated to common shareholders $ (83,447) $ (69,004) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 1,959,165 1,629,821 Net loss per common share, basic and diluted (1) $ (42.59) $ (42.34) __________________ (1) In periods in which the Company reports a net loss, all stock-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. As of December 31, 2021 and 2020, potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive include the following: Year Ended December 31, 2021 2020 Redeemable convertible preferred stock (if converted) 29,521,810 25,729,542 Options 3,848,420 4,283,200 RSAs 579,660 324,680 Warrants 225,223 383,281 Total 34,175,113 30,720,703 Under the organizational documents of the Company, the preferred shares will automatically convert into common shares upon either (i) the determination of the holders of certain requisite preferred shares of the Company (which determination will be submitted for approval by such stockholders in connection with the Merger described below in Note 20) or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, such as the Merger, unless such conversion is otherwise effected pursuant to clause (i) above). Such conversion would be at a 1:1 ratio, adjusted for certain corporate events.Upon conversion of the preferred shares, the cumulative accrued and declared dividends will become payable. The additional 29,521,810 and 25,729,542 of potential shares of common stock resulting from any such conversion are not included in the computation of diluted net loss per share in 2021 and 2020, respectively, because neither an initial public offering nor a stockholder determination of such conversion had occurred at the end of the period. In connection with the SAFE, see Note 10 - Simple Agreement for Future Equity , the Company could issue additional potential shares of common stock upon closing of the Merger. Further, under the SAFE warrant, see Note 6 – Fair Value and Note 11 – Warrants Liability , additional potential shares of common stock could be issued upon closing of the Merger and exercise of the warrant. These potential shares of common stock have not been issued as of December 31, 2021. The per share issuance price for the SAFE and SAFE warrant upon closing of the Merger is 100% of the liquidity price. If another qualified liquidity event occurs instead, the issuance price is 90% of the liquidity price. |
Revenues_2
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 4 — Revenues Disaggregated Revenue The following table presents disaggregated revenue in the following categories (in thousands): Nine months ended September 30, 2022 2021 Contract Types: Joint development agreements $ 4,018 $ 10,660 Other contract research 4,100 1,393 Research and development revenue 8,118 12,053 Licensing 1,620 1,518 CarbonSmart 3,413 — Engineering and other services 12,630 4,756 Carbon capture and transformation revenue 17,663 6,274 Total Revenue $ 25,781 $ 18,327 Revenue from collaborative partners of $1,733 and $2,662 for the nine months ended September 30, 2022 and 2021, is included in the table above within joint development agreements. Revenue from related parties is included in licensing for $1,620 and $1,518 with the remaining revenue of $496 and $830 in Engineering and other services, for the nine months ended September 30, 2022 and 2021, respectively. The following table presents disaggregation of the Company’s revenues by customer location for the nine months ended September 30, 2022 and 2021 (in thousands): Nine months ended September 30, 2022 2021 North America $ 12,361 $ 12,725 Europe, Middle East, Africa (EMEA) 7,894 5,210 Asia 4,151 242 Australia 1,375 150 Total Revenue $ 25,781 $ 18,327 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 January 1, 2022 as Restated $ 11,700 $ 3,476 $ 13,901 Additions to unbilled accounts receivable 19,355 — — Increases due to cash received — 775 37 Unbilled accounts receivable recognized in trade receivables (16,085) — — Decrease on revaluation on currency (122) — (804) Reclassification from non-current to current contract liabilities — 2,015 (2,015) Reclassification to revenue as a result of performance obligations satisfied — (3,298) — Balance as of September 30, 2022 $ 14,848 $ 2,968 $ 11,119 The increase in contract assets was mostly due to unbilled accounts receivables from contracts with customers where the Company performed engineering and other services, while the decrease in contract liabilities was primarily due to the recognition of revenue during the period related to advance payments previously received by the Company for engineering and other services contracts with customers. As of September 30, 2022 and December 31, 2021 the Company had $11,588 and $2,878, respectively, of billed accounts receivable, net of allowance. The contract liability balance is comprised of unconditional payments received from the Company’s customers prior to the satisfaction of the related performance obligations. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. The Company expects to recognize the amounts classified as current contract liabilities, in revenue within one year or less and those classified as non-current within two to three years. Remaining performance obligations Transaction price allocated to the remaining performance obligation 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 September 30, 2022 December 31, 2021 Current $ 2,968 $ 3,476 Non-current 11,119 13,901 Total $ 14,087 $ 17,377 Disaggregated Revenue The following table presents disaggregated revenue in the following categories (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated Contract Types: Joint development agreements $ 11,700 $ 6,928 Other contract research $ 2,197 1,982 Research and development revenue $ 13,897 8,910 Licensing $ 2,025 1,018 Engineering and other services $ 9,539 8,425 Carbon capture and transformation revenue $ 11,564 9,443 Total Revenue $ 25,461 $ 18,353 Revenue from collaborative partners is included in the table above within joint development agreements. The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated North America $ 15,825 $ 15,732 Europe 7,522 2,117 Asia 1,477 504 Australia 637 — Total Revenue $ 25,461 $ 18,353 Contract balances The following table provides changes in contract assets and liabilities during the year ended December 31, 2021. Current Contract Assets Current Contract Liabilities Non-current Contract Liabilities Balance as of December 31, 2020 as Restated $ 6,186 $ 5,480 $ 11,291 Additions to unbilled accounts receivable as Restated 8,516 — — Increases due to cash received — 20 5,690 Unbilled accounts receivable recognized in trade receivables as Restated (3,002) — — Reclassification from long-term to short-term — 3,080 (3,080) Reclassification to revenue as a result of performance obligations satisfied — (5,104) — Balance as of December 31, 2021 $ 11,700 $ 3,476 $ 13,901 The increase in contract assets was mostly due to unbilled accounts receivables from contracts with customers where the Company performed engineering and other services, while the increase in contract liabilities was primarily due to advance payments received under engineering and other services. As of December 31, 2021 and 2020 the Company had $2,878 and $5,521, respectively, of billed accounts receivable. The contract liability balance is comprised of unconditional payments received from the Company’s customers prior to the satisfaction of the related performance obligations. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. The Company expects to recognize the amounts classified as current contract liabilities, in revenue within one year or less and those classified as non-current within two and three years. Remaining performance obligations Transaction price allocated to the remaining performance obligation 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): Year Ended December 31, 2021 2020 Current $ 3,476 $ 5,480 Non-current 13,901 11,291 Total $ 17,377 $ 16,771 |
Investments_2
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments The Company’s investments consisted of the following (in thousands): Year Ended December 31, 2021 2020 Category Balance Sheet Location as Restated as Restated Equity method investments: Investment in LanzaJet Equity method investments $ 12,433 $ 13,651 Investment in SGLT Equity method investments 12,319 9,566 Total Investment $ 24,752 $ 23,217 Equity Method Investments LanzaJet On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet, Inc. (“LanzaJet”) and the right to future increase in ownership whereby LanzaTech could become a majority owner of LanzaJet if the intellectual property is used commercially in connection with an investment agreement (“Investment Agreement”). The Company also agreed to perform certain technical and administrative support services. LanzaJet is a sustainable fuels technology company dedicated to expanding sustainable aviation fuels (“SAF”) to reduce greenhouse gas emissions and the decarbonization of the aviation and transportation industries. LanzaJet’s access to the license is in perpetuity if certain key performance indicators (“KPI’s”) are met in accordance with the Investment Agreement. If these KPI’s are not met by December 31, 2025, the Company may terminate the license. The Company accounts for the transaction in accordance with ASC 606. The licensing and support services provided are recognized as a performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. During the years ended December 31, 2021 and 2020, the Company has recognized revenue from this arrangement of $2,025 and $1,018 and has recorded deferred revenue of $10,746 and $13,433 respectively. Further, the Company has eliminated intra-entity profits related to revenue contracts with LanzaJet of $662 and $549 as of December 31, 2021, and 2020, respectively. Intra-entity profit is amortized over the 15-year amortization period through 2034. In addition to the Original Interest, the Investment Agreement allows at the option of the other investors party thereto to contribute additional funds towards building commercial plants and to receive a technology sublicense if certain KPI’s are met. At such point, the Company would receive an additional interest in LanzaJet of up to 45 million shares for no additional consideration at that time. There would be no additional LanzaJet Board of Director representation with the potential increased interest. The additional tranches of interests in LanzaJet received upon the achievement of certain KPIs represent non-monetary variable consideration. The Company has applied the variable consideration constraint per ASC 606 and recognized no variable consideration as of December 31, 2021 as the Company has determined that it is not probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company regularly reviews and updates its estimates. Any changes made are recorded as a cumulative adjustment in the period identified and revenue for future periods is recognized using the new adjusted estimate. Between February 1, and April 4, 2021, LanzaJet closed two additional rounds of investment which reduced the Company's Original Interest to 25%. As a result, the Company recognized a gain on dilution of $503. The Company retained its right to receive additional interest in LanzaJet of up to 45 million shares for no additional consideration. The carrying value of our equity method investments as of December 31, 2021 and 2020 was approximately $3,100 and $3,800 less than our proportionate share of our equity method investees’ book values, respectively. The basis differences relate primarily to our equity method investment in LanzaJet and are largely the result of a difference in the timing of recognition of variable consideration to which we may become entitled in exchange for our contribution of IP to LanzaJet. The variable consideration we may receive will be in the form of additional ownership interests and the majority of the basis difference will reverse in connection with recognition of that variable consideration. In connection with a sublicense agreement to LanzaJet under our license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of December 31, 2021 and 2020. 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 SGLT. SGLT utilizes and develops technologies and know-how in connection with the production of anhydrous ethanol from steel mill waste gases. The contribution was recognized as revenue in 2011. As of December 31, 2021 and 2020, as the result of the admittance of new investors, the Company’s interest in SGLT’s registered capital is approximately 10.01% and 11.14%, respectively. The Company recognized a gain from the dilution of $3,048 and $3,811 during the years ended December 31, 2021 and December 31, 2020, respectively. The Company has continued to apply the equity method of accounting to the investment as the Company maintains significant influence via representation on SGLT’s Board of Directors and SGLT's significant dependency on the intellectual property the Company contributed. The following table presents summarized aggregated financial information of the equity method investments: Year Ended December 31, 2021 2020 as Restated as Restated Selected Statement of Operations Information: Revenues $ 40,244 $ 26,120 Gross profit (5,703) (5,510) Net loss (9,695) (9,729) Net loss attributable to the Company (1,606) (1,644) Year Ended December 31, 2021 2020 as Restated as Restated Selected Balance Sheet Information: Current assets $ 56,204 $ 55,188 Non-current assets 270,454 133,794 Current liabilities 64,499 33,540 Non-current liabilities 58,802 21,674 As of December 31, 2021 and 2020, there were no impairments of equity method investees. During 2021 and 2020, the Company received no dividends from equity method investments. As of and for the years ended December 31, 2021 and December 31, 2020, sales, accounts receivable, and purchases and open accounts payable with equity method investees were as follows (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated Sales $ 3,253 $ 4,203 Accounts receivable 1,071 3,257 Purchases and open accounts payable 2,575 — |
Fair Value_2
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,969,468 $ — $ — Liabilities: Derivative liabilities – public warrants $ 1,050,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 493,280 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – public warrants $ 3,825,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 1,785,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the nine months ended September 30, 2022 and in the period from January 28, 2021 (inception) through December 31, 2021. Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (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 of its investments. For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. For the three months ended September 30, 2022 and 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $1.4 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $4.1 million and $1.4 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.8 % 9.6 % Stock price $ 9.79 $ 9.66 Remaining term (years) 5.19 5.75 Risk-free rate 3.97 % 1.32 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows: Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Change in fair value of derivative liabilities 245,000 Derivative warrant liabilities at March 31, 2022 2,030,000 Change in fair value of derivative liabilities (1,085,000) Derivative warrant liabilities at June 30, 2022 945,000 Change in fair value of derivative liabilities (451,720) Derivative warrant liabilities at September 30, 2022 $ 493,280 Note 9 — Fair Value Measurement The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 3,825,000 $ — $ — Derivative liabilities – Private Placement Warrants $ — $ — $ 1,785,000 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021. There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021. Level 1 assets include investments in mutual funds invested in U.S. government securities and derivative warrant liabilities (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 of its investments. For periods where no observable traded price is available, the fair value of the public warrants has been estimated using a Monte-Carlo simulation model and the private placement warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the public warrants from the units, the fair value of the public warrants is based on the observable listed price for such warrants. The estimated fair value of the public and private placement warrants, prior to the public warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation and Black-Scholes option pricing model are assumptions related to the unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The unit price is based on the publicly traded price of the units as of the measurement date. The Company estimated the volatility for the public and private placement warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the public and private placement warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Volatility 9.6 % 11.3 % Stock price $ 9.66 $ 9.66 Remaining term (yrs) 5.75 6.51 Risk-free rate 1.32 % 0.99 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 28, 2021 (inception) $ — Issuance of Public and Private Warrants 7,515,000 Transfer of Public Warrants to Level 1 (5,100,000) Change in fair value of derivative liabilities (630,000) Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Note 6 — Fair Value The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurement as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 519 — — $ 519 Liabilities: Warrants $ — $ — $ 1,572 $ 1,572 SAFE warrant — — 2,022 2,022 SAFE liability — — 27,221 27,221 Total liabilities $ — $ — $ 30,815 $ 30,815 Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 $ 1,729 SAFE liability — — 28,271 $ 28,271 Total Liabilities $ — $ — $ 31,145 $ 31,145 Warrants The Company has warrants to purchase preferred shares outstanding as of September 30, 2022 and December 31, 2021 representing 225,223 and 225,223 preferred shares, respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $14.69 to $19.93 as of each of September 30, 2022 and December 31, 2021. The warrants are accounted for as liabilities in accordance with ASC 480, Distinguishing Liability from Equity , and are presented within other accrued liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed consolidated statements of operations and comprehensive loss. The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the nine months ended September 30, 2022 and 2021, the Company recognized a change in the fair value of liabilities of approximately $(427) and $(699), respectively, on the condensed consolidated statements of operations and comprehensive loss within other (expense) income, net. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Stock price $ 15.03 $ 13.77 Weighted average exercise price 17.31 17.32 Term (in years) 2.3 2.8 Expected volatility 76.9 % 70.6 % Risk-free interest rate 2.9 % 0.8 % Expected dividend yield — % — % SAFE Liability and SAFE Warrant In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The SAFE had not yet converted as a qualifying financing had not yet occurred as of September 30, 2022. At September 30, 2022, the SAFE had a fair value of $27,221 and was recorded within current liabilities on the condensed consolidated balance sheet. Further, the warrant related to the SAFE of $2,022 as of September 30, 2022 is accounted for as a liability. This liability is recorded in current liabilities on the Company's condensed consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expires. The change in fair value between reporting periods for both the SAFE liability and SAFE warrant is included in other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Time to conversion (in years) 0.3 1.0 Liquidity price 100 % 90 % Discount rate 26.0 % 26.0 % Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Remaining life (in years) 5.0 5.0 Volatility 75 % 75 % Interest rate 4.06 % 4.06 % Time to conversion (in years) 0.3 1.0 Risk-free interest rate 3.33 % 4.05 % Dividend yield — % — % The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2022 $ 1,145 $ 28,271 $ 1,729 Loss / (gain) recognized in condensed statement of operations and comprehensive loss 427 (1,050) 293 Balance as of September 30, 2022 $ 1,572 $ 27,221 $ 2,022 Warrants SAFE liability SAFE warrant Balance as of January 1, 2021 $ 582 $ — $ — Issuance of SAFE liability and warrant — — — Loss recognized in condensed statement of operations and comprehensive loss 699 — — Balance as of September 30, 2021 $ 1,281 $ — $ — The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 1,729 SAFE liability — — 28,271 28,271 Total liabilities $ — $ — $ 31,145 $ 31,145 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 582 $ 582 The warrants are accounted for as liabilities in accordance with ASC 480 and are presented within other accrued liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statements of operations and comprehensive loss. The fair value of the warrants was calculated using the Black-Scholes Option Pricing Model. For the years ended December 31, 2021 and 2020, the Company recognized a change in the fair value of liabilities of approximately $(563) and $105, respectively, on the statements of operations and comprehensive loss within other income (expense), net. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s warrants and from historical volatility of select peer companies that match the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Stock price $ 13.77 $ 4.68 Weighted average exercise price 17.32 18.39 Term (in years) 2.8 2.8 Expected volatility 70.6 % 88.9 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % The Company’s SAFE liability and SAFE warrant are mark-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE. Significant unobservable inputs included probability and expected term. Probability is based upon the likelihood of the Company closing a transaction with a special purpose acquisition company. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Time to conversion (in years) 0.5 1.0 Liquidity price 100 % 90 % Discount rate 17.1 % 17.1 % Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Remaining life (in years) 5.0 5.0 Volatility 60 % 60 % Interest rate 1.26 % 1.26 % Time to conversion (in years) 0.5 1.0 Risk-free interest rate 0.19 % 0.39 % Dividend yield — % — % The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2020 $ 687 $ — $ — Gain recognized in statement of operations and comprehensive loss (105) — — Balance as of December 31, 2020 $ 582 $ — $ — Issuance of SAFE liability and warrant — 28,271 1,729 Loss recognized in statement of operations and comprehensive loss 563 — — Balance as of December 31, 2021 $ 1,145 $ 28,271 $ 1,729 In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares. The fair value of this warrant was $107 as of January 1, 2020 and was remeasured to zero as of December 31, 2020. As a result, the exercise had no impact on the consolidated statement of operations and comprehensive loss as of and for the year ended December 31, 2021. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets As of December 31, 2021 and 2020 other current assets consisted of the following (in thousands): 2021 2020 Materials and supplies $ 2,900 $ 1,952 Prepaid assets 1,503 1,419 Other 1,376 1,016 $ 5,779 $ 4,387 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment As of December 31, 2021 and 2020, the Company’s property, plant and equipment, net consisted of the following (in thousands): 2021 2020 Land $ 64 $ 64 Leasehold improvements 4,113 4,187 Instruments and equipment 26,627 21,735 Vehicles 71 58 Office Equipment and furniture 1,590 1,347 Other 728 544 Construction in progress 3,328 2,363 $ 36,521 $ 30,298 Less accumulated depreciation $ 22,373 $ 18,689 Total property, plant and equipment, net $ 14,148 $ 11,609 Depreciation for the years ended December 31, 2021 and 2020 totaled $3,806 and $2,979, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of December 31, 2021 and 2020, the Company’s debt consisted of the following (in thousands): 2021 2020 2016 WTI Loan $ — $ 570 PPP Loan — 3,065 Total debt, net — 3,635 Less amount due within one year — 570 Debt due after one year, net $ — $ 3,065 In 2016, a loan facility was entered into with Venture Lending and Leasing VII, Inc. and Venture Lending and Leasing VIII, Inc. (the “2016 WTI Loan”) for a total of $17,500 available in three tranches, all of which have been drawn. Tranches one and two were fully repaid as of December 31, 2020. The coupon interest rate for each tranche is the WSJ prime rate, at the time of each drawdown, plus 9.0%, but not less than 12.5%. The term of each drawdown is 39 months, including nine months of interest-only payments. The loan facility was secured by all of the Company’s assets. In March 2021, the Company repaid $570 on outstanding amounts owed on the 2016 WTI loan facility. As of December 31, 2021, tranche three was fully repaid and the Company has no outstanding debt under this facility. The Company was required to meet certain non-financial covenants in its loan facility agreement. In 2021 and 2020, the Company was in compliance with all non-financial covenants. Paycheck Protection Program Loan In April 2020, the Company was granted a loan in the amount of $3,065 pursuant to the Paycheck Protection Program (the “PPP Loan”) under the Coronavirus Aid, Relief and Economic Security Act. The PPP Loan has a two-year term and bears interest at a rate of 0.98% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contains events of default and other provisions customary for a loan of this type. The PPP Loan may be forgiven if used under program parameters for payroll, mortgage interest, and rent expenses. During 2021 and 2020, the Company was in compliance with the terms of the PPP Loan. |
SAFE
SAFE | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SAFE | SAFE In December 2021, the Company issued a SAFE that allows an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). Upon the occurrence of a change of control, the investor has the right to receive the greater of (i) a cash payment equal to the invested amount under such SAFE, or (ii) the consideration payable in such change of control in respect of the number of common shares equal to the invested amount divided by the liquidity price set forth in the applicable SAFE. Upon an initial public offering or a business combination with a special purpose acquisition company, the investor has the right to receive a number of common shares equal to the invested amount divided by the liquidity price set forth in the applicable SAFE, except that if a business combination with a special purpose acquisition company involves a private placement of newly issued shares, the invested amount will be treated as participating in such private placement and exchanged for a number of common shares equal to the invested amount divided by the price per share applicable in such private placement (subject to a discount upon certain circumstances). The SAFE also contains change of control and initial public offering settlement alternatives described above, that settle differently upon a next round financing such that it allows the investor to participate in future equity |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liabilities | Warrant Liabilities In connection with certain loan borrowing agreements and equity raises, the Company issues warrants to purchase preferred shares. The Company evaluated the accounting treatment for the preferred share warrants issued and concluded pursuant to its evaluation of ASC 480, Distinguishing Liabilities From Equity , and determined that there is an obligation to issue a variable number of shares and as such, were considered a liability in the consolidated balance sheets. The warrant liability requires the Company to remeasure the value of the underlying warrants and report the effect of the changes on the Company’s operations until the warrants are exercised or expired. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying preferred shares for each reporting period. |
Income Taxes_2_3
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes The Company files income tax returns in the U.S. federal and Connecticut jurisdictions and are subject to examination. The income tax provision consists of the following: For the Period from January 28, 2021 Current Federal $ — State — Deferred Federal (290,181) State Valuation allowance 290,181 Income tax provision $ — The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax assets: Start-up/Organization costs $ 210,307 Net operating loss carryforwards 79,874 Total deferred tax assets 290,181 Valuation allowance (290,181) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 28, 2021 (inception) through December 31, 2021, the valuation allowance was $290,181. As of December 31, 2021, the Company had $380,351 of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income. There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Period from January 28, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (855.9) % Offering costs allocated to derivative warrant liabilities 214.0 % Change in valuation allowance 620.9 % Income tax expense 0.0 % The Company is subject to federal 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 nine months ended September 30, 2022 and 2021. The Company recorded an income tax expense of $0 for the nine months ended September 30, 2022 and 2021, representing an effective tax rate of 0%. The difference between the U.S. federal statutory rate of 21% and the Company's effective tax rate in the first nine months ended September 30, 2022 is primarily due to a full valuation allowance related to the Company's U.S. deferred tax assets and tax benefits in the Company's foreign jurisdictions. For the first nine months ended September 30, 2021, the Company's effective tax rate was computed based on income tax rate in New Zealand of 28.0% as the Company was still domiciled in New Zealand. 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 2009 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. During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes which was fully offset by net operating loss carryforwards and deferred R&D credits in New Zealand. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes. The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated United States $ (39,860) $ 106 New Zealand $ (7,551) $ (40,651) Foreign $ 722 $ 2,832 Total $ (46,689) $ (37,713) The components of income tax expense were as follows (in thousands): Year Ended December 31, 2021 2020 Current: United States $ — $ — New Zealand $ — $ — Foreign $ — $ — Total $ — $ — Deferred: United States — — New Zealand — — Foreign — — Total — — The following table is a reconciliation of income taxes computed at the statutory federal income tax rate (21.0% federal income tax rate in the United States for 2021 and 28.0% federal income tax rate in the New Zealand for 2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages): Year Ended December 31, 2021 2020 as Restated as Restated Income tax (benefit) at the statutory federal income tax rate $ (9,805) 21.0 % $ (10,560) 28.0 % Foreign tax rate differential (605) 1.3 % 1,180 (3.2) % State and local taxes (4,068) 8.7 % (2,429) 6.4 % Effects of impairment — — % 10,281 (27.9) % Foreign exchange differences (143) 0.3 % (5,892) 16.0 % Stock-based compensation 501 (1.1) % 670 (1.8) % Interest income on receivable 882 (1.9) % 2,120 (5.7) % Equity method investment (443) 0.9 % (679) 1.8 % Non-deductible legal costs 1,291 (2.8) % — — % Gain from redomiciliation of intellectual property 4,890 (10.5) % — — % Valuation allowance 7,958 (17.0) % 5,505 (14.1) % PPP loan forgiveness (644) 1.4 % $ — — % Other 186 (0.3) % (196) 0.5 % Total income tax benefit $ — — % $ — — % Deferred Taxes Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: as Restated as Restated Net operating loss and credit carryforwards $ 107,979 $ 104,301 Operating lease liability 1,878 2,394 Accrued bonus 981 850 Accrued expenses 1,566 429 Deferred revenue 309 1,018 Equity method investment 1,243 1,031 Other 925 394 $ 114,881 $ 110,417 Valuation allowance (113,276) (108,300) Net deferred tax asset $ 1,605 $ 2,117 Deferred tax liabilities: Operating lease asset (1,429) (1,941) Other (176) (176) Total deferred tax liabilities $ (1,605) $ (2,117) Net deferred income tax assets and liabilities: $ — $ — At December 31, 2021 and 2020, the Company had $299,194 and $271,390, respectively, of tax losses and credits carried forward subject to shareholder continuity and acceptance in the countries where the Company has tax losses carried forward. R&D tax credits included within these amounts are $35,147 and $40,556, respectively, which may be available to offset future income tax liabilities. At December 31, 2021 and 2020, the net operating loss and credit carryforwards are comprised of $239,559 and $196,442 in the United States, $22,203 and $18,104 in state and local, $35,116 and $54,334 in New Zealand, and $4,589 and $2,510 in other foreign jurisdictions, respectively. At December 31, 2021 and 2020, the Company had net operating loss carryforwards of approximately $136,454 and $132,373, respectively, that expire in various years from 2022 through 2037, plus $127,593 and $98,462, respectively, for which there is no expiration date. Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rate of return and the value of the corporation at the time of a “change of ownership” as defined by Section 382. The Company had a change in ownership in November 2014. T herefore, the Company’s ability to utilize its net operating loss carryforwards incurred prior to the 2014 ownership change, will be subject in future periods to annual limitations. In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2021 and 2020, a valuation allowance of $113,276 and $108,300, respectively, was recorded against certain deferred tax assets based on this assessment. The Company believes it is more-likely-than-not that the tax benefit of the remaining net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized as of December 31, 2021 and 2020. At December 31, 2021 and 2020, the Company had no tax liability or benefit related to uncertain tax positions. No interest or penalties related to uncertain taxes have been recognized on the accompanying consolidated statements of operations. Management does not expect a significant change in uncertain tax positions during the twelve months subsequent to December 31, 2021. The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. During December 2021, the Internal Revenue Service completed an income tax examination of the Company’s U.S. federal income tax return for the year ended December 31, 2016, which resulted in no impact to the Company’s consolidated financial statements. The Company has no other ongoing tax examinations with domestic or foreign taxing authorities. During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States. On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes. The migration to Delaware is classified as a tax-free reorganization for U.S. federal income tax purposes. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Share-Based Compensation The Company offers share option plans to employees, directors, and others providing similar employee-related services, which meet the definition of an equity-settled share-based payment. Stock Options The Company has five ownership-based participation rights schemes for employees, directors, and certain third-party providers. In accordance with the provisions of the schemes, as approved by the directors and shareholders, grantees have been granted options to purchase common shares at an exercise price based on the fair value price of the Company’s common shares on the date of grant as approved by the directors. The stock options generally have a service condition of two Stock option awards outstanding as of September 30, 2022 and changes during the period ended September 30, 2022 were as follows: Shares under option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2022 3,848 $ 6.55 6.16 $ 27,796 Vested and expecting to vest at January 1, 2022 3,848 6.55 6.16 27,796 Exercisable at January 1, 2022 2,479 $ 6.31 4.85 $ 18,499 Exercised (3) 6.75 — — Cancelled/forfeited (38) 9.55 — 188 Expired (1) 6.61 — 4 Outstanding at September 30, 2022 3,806 $ 6.52 5.39 $ 42,032 Vested and expecting to vest at September 30, 2022 3,806 6.52 5.39 42,032 Exercisable at September 30, 2022 2,918 $ 6.30 4.56 $ 32,874 The Company recorded compensation expense of $2,067 and $1,790 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Unrecognized compensation costs as of September 30, 2022 was $3,835 and will be recognized over a weighted average of 2.27 years. Restricted Stock Awards (“RSAs”) RSAs become eligible to vest upon the satisfaction of a time-based service condition. However, in order to vest, a liquidity event, defined as acquisition, asset transfer, or initial listing, must occur within 10 years from the grant date. Upon a liquidity event, if the participant’s service has not terminated, the entire RSA award vests in full, whether or not previously eligible for vesting. If the participant’s service has terminated and they have satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting shall immediately vest in full. The time-based service requirements of the RSAs have a maximum term of three years from the date of grant. As of September 30, 2022, there were 579,660 outstanding unvested shares for a weighted average fair value of $4.72. There were no changes during the nine months ended September 30, 2022. As of September 30, 2022, and September 30, 2021 the Company concluded that the liquidity event performance condition described above for the RSAs was not probable of being satisfied at such time. As a result, the Company did not recognize any compensation cost during the nine months ended September 30, 2022 and September 30, 2021 for any RSAs granted. The Company offers share option plans to employees, directors, and others providing consulting services, which meet the definition of an equity-settled stock-based payment. Stock Options The Company has five ownership-based participation rights schemes for employees, directors, and certain third-party providers. In accordance with the provisions of the schemes, as approved by the directors and shareholders, grantees have been granted options to purchase common shares at an exercise price based on the fair value price of the Company’s common shares on the date of grant as approved by the directors. The stock options generally have a service condition of two Stock option awards outstanding as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows: Shares under option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2021 4,283 $ 5.12 5.09 $ 2,582 Vested and expecting to vest at January 1, 2021 4,283 5.12 5.09 2,582 Exercisable at January 1, 2021 2,915 $ 5.02 3.47 $ 2,582 Granted 620 9.33 $ — — Exercised (721) 2.36 $ — 1,741 Cancelled/forfeited/expired (334) 2.50 $ — 755 Outstanding at December 31, 2021 3,848 $ 6.55 6.16 $ 27,796 Vested and expecting to vest at December 31, 2021 3,848 6.55 6.16 27,796 Exercisable at December 31, 2021 2,479 $ 6.31 4.85 $ 18,499 The Company recorded compensation expense of $2,531 and $2,392 for the years ended December 31, 2021 and 2020, respectively. Unrecognized compensation costs as of December 31, 2021 was $6,120 and will be recognized over a weighted average of 2.7 years. The fair value of each stock option award was estimated on each grant date using the Black-Scholes option pricing model. The following assumptions were used and required significant judgment to determine: • Expected Term — the Company used the “simplified method” for estimating the expected term of plain-vanilla options, whereby the expected term equals the arithmetic average of the vesting term and LanzaTech’s contractual term of the option. • Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury zero-coupon instruments with maturities similar to the expected term of LanzaTech’s stock options. • Expected Dividend — the expected dividend yield is based on the Company's expectation of future dividend payouts to common stockholders. • Expected Volatility — Due to the Company's limited historical data, a group of similar companies that are publicly traded was used to estimate the expected volatility. The historical volatility data was computed using the daily closing prices for the various companies' shares during the equivalent period of the calculated expected term of the stock-based awards. The following table summarizes the weighted-average assumptions applied in the Black-Scholes valuation of options for awards subject to expense recognition for the first time in the period, for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Stock price $ 9.33 $ 4.68 Exercise price 9.33 4.68 Expected term (years) 6.1 6.4 Expected volatility 98.0 % 100.6 % Risk-free interest rate 1.09 % 0.56 % Dividend yield — % — % The weighted-average grant date fair value of options granted during 2021 and 2020 was $6.29 and $3.99 per option, respectively. Restricted Stock Awards (“RSAs”) RSAs become eligible to vest upon the satisfaction of a time-based service condition. However, in order to vest, a liquidity event, defined as acquisition, asset transfer, or initial listing, must occur within 10 years from the grant date. Upon a liquidity event, if the participant’s service has not terminated, the entire RSA award vests in full, whether or not previously eligible for vesting. If the participant’s service has terminated and they have satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting shall immediately vest in full. The time-based service requirements of the RSAs have a maximum term of three years from the date of grant. RSAs as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows: Nonvested Shares (thousands) Weighted Average Fair Value Outstanding at January 1, 2021 325 $ 4.68 Granted 281 4.76 Forfeited (26) 4.68 Outstanding at December 31, 2021 580 $ 4.72 As of December 31, 2021 and 2020, the Company concluded that the liquidity event performance condition described above for the RSAs was not probable of being satisfied at such time. As a result, the Company did not recognize any compensation cost during the years ended December 31, 2021 and 2020 for any RSAs granted. |
Related Party Transactions_2__4
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited. In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Private Placement Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. 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 the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Related Party Loans and Advances On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $1.5 million. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company incurred $30,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2022 and for the period from January 28, 2021 (inception) through September 30, 2021, the Company incurred $90,000 and $20,000, respectively, of such fees, included as general and administrative fees — related party on the accompanying unaudited condensed statements of operations. As of September 30, 2022 and December 31, 2021, approximately $90,000 and $50,000, respectively, of such fees were included in due to related party on the accompanying condensed balance sheets. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, directors, officers or directors of the Company, or any of their affiliates. As of September 30, 2022 and December 31, 2021, there were approximately $596,000 and $0, respectively, of such fees included as due to related party on the accompanying condensed balance sheets. Note 4 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000, or approximately $0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares of Class B common stock, par value $0.0001. In March 2021, the Sponsor transferred all of the founder shares it held to members of the Company’s board of directors, management team, and persons or entities affiliated with AMCI Group (the “initial shareholders”). Such shares were fully paid. On May 14, 2021, the Sponsor surrendered 718,750 founder shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 founder shares. Up to 562,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited. In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors. The Company determined that the fair value of these founder shares was approximately $6.5 million (or approximately $8.35 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these founder shares, over the price sold to the Anchor Investors, as an expense of the initial public offering resulting in a charge against the carrying value of Class A common stock subject to possible redemption. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. Private Placement Simultaneously with the closing of the initial public offering, the Company’s Sponsor has purchased an aggregate of 3,500,000 private placement warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. 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 the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the initial public offering. Related Party Loans and Advances On January 29, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the initial public offering (“Note”). This loan was non-interest bearing, unsecured and payable upon the closing of the initial public offering. In addition to the Note, the Sponsor of the Company also paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. The Company repaid the note payable and advances in exchange for the issuance of private placement warrants. In addition, in order to finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial business combination, it will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Working Capital Loans but no proceeds from the trust account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred $50,000 of such fees, included as general and administrative fees — related party on the accompanying statement of operations. As of December 31, 2021, approximately $50,000 of such fees are included as due to related party on the accompanying balance sheet. Note 9 — Related Party Transactions As of September 30, 2022 and December 31, 2021, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $26,037 and $24,752, respectively. The table below summarizes amounts related to transactions with these related parties (in thousands): Nine months ended September 30, 2022 2021 Revenues $ 2,116 $ 2,348 As of September 30, 2022 December 31, 2021 Accounts receivable $ 1,509 $ 1,071 Contract assets 73 60 Purchases and open accounts payable 1,863 2,575 The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5, Investments , for more information. In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, access to office and laboratory space, business development and other administrative support services. The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet. There are no substantive termination penalties in the event the Company terminates. For the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $148 and $355, respectively, under the transition services agreement. The Company also provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5, Investments . In connection with these services, the Company recognized revenue from LanzaJet of approximately $170 and $403, for the nine months ended September 30, 2022 and September 30, 2021, respectively. In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due to the Company of $24. The lease commenced upon execution of the lease agreement and was subsequently amended in 2022 to extend the Pre-Development Term and annual rent amount. Refer to Note 12, Leases , for more information. The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, for the nine months ended September 30, 2022 and September 30, 2021, the Company recognized revenue from related parties of approximately $151 and $69, respectively. The Company also provided engineering services and incurred costs of $$893 and $1,171 for the nine months ended September 30, 2022 and September 30, 2021, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, 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 licensing consideration, calculated as a percentage of the royalties received by SGLT from the sublicenses. Currently, SGLT sublicenses to certain of its subsidiaries that use LanzaTech's proprietary technology. The royalties received by SGLT are based on sales-and-usage of the sublicensed technology. For the nine months ended September 30, 2022, and September 30, 2021, the Company did not earn any sublicensing revenue as no royalties were received by SGLT. As of December 31, 2021 and 2020, the Company had an equity ownership in LanzaJet and SGLT with an aggregate carrying value of $24,752 and $23,217, respectively. Trade receivables and contract assets of $1,071 and $3,257, from these equity method investees are included in accounts receivable, respectively. The Company made purchases and had open accounts payable of $2,575 as of and for the year ended December 31, 2021. The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company. Refer to Note 5 - Investment s, for more information. In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet. The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, 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. During the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $495 and $285, respectively, under the transition services agreement. The Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 5 - Investments . As a result, during the years ended December 31, 2021 and 2020, the Company recognized revenue from related parties of approximately $428 and $2,740, respectively. The Company supplies SGLT with its biocatalyst, certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, and small-size equipment. As a result, during 2021 and 2020 the Company recognized revenue from related parties of approximately $282 and $156, respectively. The Company also provided engineering services and incurred costs of $1,223 and $242 during the years ended December 31, 2021 and 2020, respectively. Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in 2021, to provide SGLT with the right to sublicense the intellectual property that LanzaTech previously licensed to SGLT. In |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Note 7 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6). Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4). Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Redeemable, Convertible Prefe_2
Redeemable, Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable, Convertible Preferred Stock | Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table: Gross proceeds $ 150,000,000 Less: Amount allocated to public warrants (5,100,000) Class A common stock issuance costs (13,306,092) Plus: Accretion of carrying value to redemption value 18,406,092 Class A common stock subject to possible redemption, December 31, 2021 150,000,000 Subsequent remeasurement of Class A common stock subject to possible redemption 293,649 Class A common stock subject to possible redemption, September 30, 2022 $ 150,293,649 Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: Gross proceeds from Initial Public Offering $ 150,000,000 Less: Fair value of Public Warrants at issuance (5,100,000) Offering costs allocated to Class A common stock subject to possible redemption (13,306,092) Plus: Accretion on Class A common stock subject to possible redemption amount 18,406,092 Class A common stock subject to possible redemption $ 150,000,000 The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of September 30, 2022, are as follows (in thousands, except share and per share amounts): Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 There were no changes in redeemable convertible preferred stock issued and outstanding during the nine months ended September 30, 2022. The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares which led to an increase in redeemable convertible preferred stock of $3,150 during the nine months ended September 30, 2021. Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of September 30, 2022, the preferred shares are not currently redeemable, and it is not probable that the preferred shares will become redeemable, since it is uncertain whether or when circumstances exist that would constitute a deemed liquidation event. Accordingly, the Company has not adjusted the carrying value of the preferred shares to their redemption values. The Company has six outstanding series of contingently redeemable convertible preferred stock. The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2021 and 2020 are as follows (in thousands, except share and per share amounts): Year Ended December 31, 2021 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2020 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,003,304 19.93 185,252 Series E 5,183,957 5,183,957 22.86 118,076 26,112,823 25,729,542 $ 394,408 Redeemable convertible preferred stock issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows: Redeemable Convertible Preferred Stock Series A Series B Series C Series D Series E Series F Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2020 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,003,304 $ 185,252 3,149,745 $ 71,606 $ — $ — 23,695,330 $ 347,938 Preferred stock issuance, net of costs — — — — — — — — 2,034,212 46,470 — — 2,034,212 46,470 Balance as of December 31, 2020 4,666,503 12,230 1,733,370 18,000 4,142,408 60,850 10,003,304 185,252 5,183,957 118,076 — — 25,729,542 394,408 Preferred stock issuance, net of costs — — — — — — 158,058 3,150 — — 3,634,210 83,073 3,792,268 86,223 Balance as of December 31, 2021 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,161,362 $ 188,402 5,183,957 $ 118,076 3,634,210 $ 83,073 29,521,810 $ 480,631 The Company records all preferred shares net of offering costs at their respective fair values on the dates of issuance. The preferred shares are classified outside of shareholders’ (deficit) equity in the consolidated financial statements, as the preferred shares are redeemable under circumstances that qualify as a deemed liquidation event, which are outside the control of the Company. Upon the occurrence of a liquidation event, such as a voluntary or involuntary liquidation, dissolution or winding up of the Company, merger, consolidation, or change in control, the holders of Series E preferred stock are entitled, on a pari passu basis, to be paid out of the assets of the Company available for distribution before any payment is made to the holders of Series A, B, C, and D preferred shares and then to holders of common shares. In February 2020, the Company closed a Series E follow-on round with the issuance of 2,034,212 Series E preferred shares for net proceeds of $46,470 ($22.86 per share). In March 2021, a warrant was exercised for a total issuance of 158,058 Series D preferred shares and net proceeds of $3,150 ($19.93 per share). In April 2021, the Company closed a Series F round with the issuance of 3,634,210 Series F preferred shares for the net proceeds of $83,073 ($22.86 per share). The holders of preferred shares are entitled to cast the number of votes equal to the number of whole common shares into which the preferred shares are convertible. The holders of preferred shares also have consent rights, including in a number of cases subject to a separate class vote and a supermajority requirement, over certain actions including, among others (i) alterations or changes to the terms of the preferred shares, (ii) the election of a certain number of directors, including the designation of directors by holders of a specified series of preferred shares or by certain specified individual stockholders, and (iii) repurchases of shares, the authorization or designation of more senior class or series of shares, or certain issuances of new shares. Preferred shares are convertible at the holder’s option into common shares generally on a share-for-share basis. Each preferred share will be automatically converted into common stock upon either (i) the determination of the holders of certain requisite preferred shares or (ii) a firmly underwritten initial public offering of the Company’s shares that satisfies certain requirements (but not, for the avoidance of doubt, upon a business combination with a special purpose acquisition company, unless such conversion is otherwise effected pursuant to clause (i) above). The holders of preferred shares are entitled to receive dividends on an as converted to common shares basis as if all preferred shares had been converted into common shares on the date of such event. Dividends are cumulative and are payable in arrears at the rate of 8% of the original issue price. If dividends are payable on common shares, preferred shareholders also receive those dividends as if the preferred shares had been converted to common shares. Series D, E, and F preferred shareholders are entitled to be paid dividends prior to Series A, B, and C, on a pari passu basis. Redemption features of preferred shares are not fixed and do not have a determinable price on fixed or determinable dates. As of December 31, 2021 and 2020, preferred shares are not currently redeemable, and it is not probable that preferred shares will become redeemable, since it is uncertain whether or when circumstances exist |
Benefit Plans
Benefit Plans | 9 Months Ended |
Sep. 30, 2022 | |
Postemployment Benefits [Abstract] | |
Benefit Plans | Benefit PlansThe Company sponsors a 401(k) defined contribution retirement plan for the benefit of its employees, substantially all of whom are eligible to participate after meeting minimum qualifying requirements. Contributions to the plan are at the discretion of the Company. For the years ended December 31, 2021 and 2020, the Company contributed $720 and $548, respectively, to the plan, which contributions are included within research and development expense in the consolidated statements of operations and comprehensive loss. |
Commitments and Contingencies_4
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering. The Company recognized approximately $4.9 million of the commissions waiver as a reduction to additional paid-in capital in the condensed statements of changes in stockholders’ deficit for the three and nine months ended September 30, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit. The remaining balance of approximately $172,000 is recognized as a gain from extinguishment of deferred underwriting commissions on public warrants in the condensed statements of operations, which represents the original amount expensed in the Company’s initial public offering. On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $500,000 for its role as co-placement agent, $7,500,000 for its role as exclusive financial advisor and $5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements. Note 5 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the underwriting agreement to purchase up to an additional 2,250,000 units to cover over-allotments, if any. On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares. The underwriters were paid an underwriting discount of one percent (1%) of the gross proceeds of the initial public offering, or $1,500,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $5,250,000, of the initial public offering upon the completion of the Company’s initial business combination. Litigation The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business. As of September 30, 2022 and December 31, 2021, the Company does not have any reasonable possible or probable losses from such claims. |
Leases_2
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. In February 2022, the lease agreement with LanzaJet was amended to extend the pre-development term of the lease until the earlier of commencement of construction of the alcohol-to-jet fuel facility on the leased land or December 31, 2023 and increased the annual base rent amount. The Company recognizes lease revenue on a straight-line basis over the life of the lease agreement. The following table presents amounts included in Revenue from related party transactions in the Condensed Consolidated Statement of Operations related to lessor activity (in thousands): Nine months ended September 30, 2022 2021 Lease income from operating leases $ 25 $ 18 The Company leases certain office space and laboratory facilities. The Company’s lease agreements typically do not contain any significant guarantees of asset values at the end of a lease, renewal options or restrictive covenants. Pursuant to the Company ’ s adoption of ASC 842, Leases, all leases were classified as operating leases. During 2021 and 2020, t he discount rate used in the calculation of lease liabilities was 7.5%, which is the estimate of the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term. Total operating lease costs and variable lease costs for the years ended December 31, 2021 and 2020 were $2,126 and $2,077 and $2,575 and $1,813, respectively. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2021 and 2020 was $2,059 and $1,765, respectively. As of December 31, 2021, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands): Year ending December 31, 2022 $ 2,366 2023 2,413 2024 1,039 2025 — 2026 — Thereafter — Total lease payments $ 5,818 Less: Imputed interest 485 Total lease liabilities $ 5,333 The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases: Year Ended December 31, 2021 2020 Weighted average remaining lease term (years) 2.4 3.4 Weighted average discount rate 7.5 % 7.5 % Lessor Accounting In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. We recognize lease revenue on a straight-line basis over the life of the lease agreement. The following future minimum lease payments due to us from the lease agreement at December 31, 2021, is as follows (in thousands) Year ending December 31, 2022 $ 24 2023 24 2024 24 2025 24 2026 24 Thereafter 168 Total lease payments $ 288 |
Leases | Leases The Company leases certain office space and laboratory facilities. The Company’s lease agreements typically do not contain any significant guarantees of asset values at the end of a lease, renewal options or restrictive covenants. Pursuant to the Company ’ s adoption of ASC 842, Leases, all leases were classified as operating leases. During 2021 and 2020, t he discount rate used in the calculation of lease liabilities was 7.5%, which is the estimate of the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term. Total operating lease costs and variable lease costs for the years ended December 31, 2021 and 2020 were $2,126 and $2,077 and $2,575 and $1,813, respectively. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2021 and 2020 was $2,059 and $1,765, respectively. As of December 31, 2021, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands): Year ending December 31, 2022 $ 2,366 2023 2,413 2024 1,039 2025 — 2026 — Thereafter — Total lease payments $ 5,818 Less: Imputed interest 485 Total lease liabilities $ 5,333 The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases: Year Ended December 31, 2021 2020 Weighted average remaining lease term (years) 2.4 3.4 Weighted average discount rate 7.5 % 7.5 % Lessor Accounting In May 2020, the Company executed an agreement to lease certain land to a subsidiary of LanzaJet for a period of 10 years with an option to renew this lease for five additional periods of one year with minimum annual rent due. This agreement is accounted for as an operating lease. We recognize lease revenue on a straight-line basis over the life of the lease agreement. The following future minimum lease payments due to us from the lease agreement at December 31, 2021, is as follows (in thousands) Year ending December 31, 2022 $ 24 2023 24 2024 24 2025 24 2026 24 Thereafter 168 Total lease payments $ 288 |
Subsequent Events_2_3_4
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events On October 18, 2022, the Company entered into additional subscription agreements (the “Subscription Agreements”) with certain accredited investors (collectively, the “Additional PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share to the Additional PIPE Investors. The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review and except in the case of the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Proposed Business Combination If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”). In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1,817,000,000 in the aggregate. The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $10.00 per share, to be paid at the closing of the Merger. The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement. Pursuant to the Merger Agreement, at Closing: (i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $10.00. Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio. The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $230,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination. The Company has evaluated events occurring subsequent to September 30, 2022 through December 12, 2022, the date the condensed consolidated financial statements were available to be issued. The Company has identified two transactions with BGTF LT Aggregator LP (“Brookfield”), an affiliate of Brookfield Asset Management Inc, and a transaction with LanzaJet, described as follows: 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 $500,000,000 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. Brookfield SAFE On October 2, 2022, LanzaTech entered into a Simple Agreement for Future Equity (the “Brookfield SAFE”) with Brookfield. Under the Brookfield SAFE, LanzaTech agreed to issue to Brookfield the right to certain shares of its capital stock, the issuance of which is conditional upon LanzaTech obtaining certain necessary stockholder approvals and waivers, in exchange for the payment of $50,000,000 (the “Initial Purchase Amount”). On the fifth anniversary of the Brookfield SAFE, LanzaTech will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”) less any Non-Repayable Amount (as described below), plus interest in the high single digits, compounded annually. Brookfield has the option to extend the repayment date to the tenth anniversary of the date of the Brookfield SAFE if certain events do not occur. Following the first of either (a) a transaction with the principal purpose of raising capital, pursuant to which LanzaTech issues and sells preferred stock at a fixed valuation (an “Equity Financing”), or (b) the completion of an initial public offering, a direct listing, or a merger of LanzaTech with a special purpose acquisition company, which includes the Business Combination (such a merger, a “de-SPAC Transaction” and such event described in (b), a “Liquidity Event”), 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 or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock). For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount will be reduced by $5,000,000 (such cumulative reductions the “Non-Repayable Amount”). Upon the first Equity Financing or Liquidity Event, the Non-Repayable Amount would convert automatically into shares of LanzaTech capital stock or, in the case of a de-SPAC Transaction, shares of common stock of the surviving public company in such de-SPAC Transaction (including, in the case of the Business Combination, New LanzaTech Common Stock), and thereafter, the Non-Repayable Amount will convert automatically on an as accrued basis. LanzaJet Shareholder Loan On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043. The Company has committed to purchase $5.5 million of Subordinated Secured Notes in a funding scheduled to occur 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 all intellectual property owned or in-licensed by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation. Each purchaser of Notes under the Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes purchased by such purchaser (which, in the case of the Company, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet). The LanzaJet Note Purchase Agreement may be amended with the approval of holders of FPF and all holders of the LanzaJet Notes. Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes. Amended Merger Agreement The Merger Agreement was amended on December 7, 2022, to provide for, among other things, (i) the inclusion of the aggregate net proceeds from each of the AM SAFE Note and Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the Minimum Closing Cash Condition from $250,000,000 to $230,000,000, (iii) the clarification that, to the extent that the Brookfield SAFE remains unexercised at Closing, it will be assumed by AMCI, remain in effect on the same terms and conditions as are in effect prior to the Closing and thereafter entitle the holder thereof to be issued shares of common stock in AMCI after the Closing, (iv) the clarification that, in the event that it becomes reasonably apparent to the parties that the Acquiror Closing Cash Amount will be less than the Minimum Closing Cash Condition, AMCI will use commercially reasonable efforts to enter into non-redemption agreements, or similar agreements, as may be necessary to satisfy the Minimum Closing Cash Condition, (v) the extension of the outside date applicable to the Closing from December 7, 2022 to February 28, 2023 and (vi) the elimination of LanzaTech's right to terminate the agreement in the event that we fail to, on or prior to July 7, 2022, enter into one or more additional subscription agreements or non-redemption agreements as a result of which the sum of the PIPE Investment Amount (including net proceeds under the AM SAFE Note to LanzaTech) and the aggregate number of shares of Class A common stock subject to non-redemption agreements multiplied by $10.00, minus certain transaction expenses and other liabilities at Closing, would be equal to at least the Minimum Closing Cash Condition. The Company has evaluated events occurring subsequent to December 31, 2021 through May 9, 2022, the date the consolidated financial statements were available to be issued. The Company is not aware of any significant or material subsequent event that would require disclosure. Proposed Merger On March 8, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”) and AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). Under the Merger Agreement, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the Merger as a wholly-owned subsidiary of AMCI (“the Merger”). In connection with the Merger, AMCI will be renamed LanzaTech Global, Inc (“New LanzaTech”). AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of an equity interest of New LanzaTech valued at approximately $1.8 billion. Completion of the transaction is subject to certain customary regulatory consents and approval by stockholders of AMCI and the Company. In connection with the Merger Agreement, on March 8, 2022, AMCI entered into subscription agreements with certain investors pursuant to which AMCI agreed to issue and sell a private placement to close immediately prior to the Merger. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP"). The consolidated financial statements include the accounts of LanzaTech NZ, Inc. and its wholly-owned consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively. As of September 30, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At September 30, 2022 and December 31, 2021, the value of property, plant, and equipment outside the United States was immaterial. Concentration of Credit Risk and Other Risks and Uncertainties (Restated) Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively. As of December 31, 2021 and 2020, approximately 35% and 27%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At December 31, 2021 and 2020, the value of property, plant, and equipment outside the United States was immaterial. The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues . Customers Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 as Restated as Restated Customer A 27 % 28 % Customer B 15 % 27 % Customer C 12 % 22 % |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those 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 condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees, the SAFE and the SAFE warrants. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the trust account are determined using available market information. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the condensed balance sheets. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 Topic 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. 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 Topic 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities , for more information. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated With Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and |
Class A Common Stock Shares Subject to Possible Redemption | Class A Common Stock Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of September 30, 2022 and as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of September 30, 2022 and as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The Company determined that the SAFE was not legal form debt (i.e., no creditors’ rights). The SAFE includes a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFE is classified as mark-to-market liability pursuant to Accounting Standards Codification (“ASC”) 480, Distinguishing Liability from Equity |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred income tax assets are evaluated to determine if valuation allowances are required or should be adjusted. Valuation allowances are established based on a more likely than not standard. The ability to realize deferred tax assets depends on the Company’s ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each tax jurisdiction. The Company considers the various possible sources of taxable income when assessing the realization of its deferred tax assets. The valuation allowances recorded against deferred tax assets generated by taxable losses in certain jurisdictions will affect the provision for income taxes until the valuation allowances are released. The Company’s provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated. The Company records uncertain tax positions on the basis of a two-step process whereby it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the more likely than not criteria, the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority is recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share Of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 28, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Recently Announced Accounting Pronouncements In October 2020, the Financial Accounting Standard Board ("FASB") issued an Accounting Standard Update ("ASU") No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 were effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption was permitted. There were no material impacts upon the adoption of ASU 2020-10, on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Disclosure Framework – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires financial assets measured at amortized cost basis, including trade receivables, to be presented net of the amount expected to be collected. The measurement of all expected credit losses will be based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted the new standard effective January 1, 2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption did not have a material impact on the Company’s financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. A customer’s accounting for the costs of the hosting component of the arrangement is not affected by the new guidance. The Company adopted ASU 2018-15 as of January 1, 2020 with no material impact on its consolidated financial statements. In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”), which simplifies the accounting for stock-based payments granted to non-employees for goods and services. Under ASU 2018-07, most of the guidance on such payments to non-employees will be aligned with the requirements for stock-based payments granted to employees. The Company early adopted ASU 2018-07 as of January 1, 2020 and its adoption did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of US GAAP. The Company adopted ASU 2019-12 as of January 1, 2021 with no material impact on its consolidated financial statements. Recently Announced Accounting Pronouncements In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements and related disclosures. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP"). The consolidated financial statements include the accounts of LanzaTech NZ, Inc. and its wholly-owned consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively. As of September 30, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At September 30, 2022 and December 31, 2021, the value of property, plant, and equipment outside the United States was immaterial. Concentration of Credit Risk and Other Risks and Uncertainties (Restated) Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively. As of December 31, 2021 and 2020, approximately 35% and 27%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At December 31, 2021 and 2020, the value of property, plant, and equipment outside the United States was immaterial. The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues . Customers Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 as Restated as Restated Customer A 27 % 28 % Customer B 15 % 27 % Customer C 12 % 22 % |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those 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 condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees, the SAFE and the SAFE warrants. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the trust account are determined using available market information. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the trust account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations. The estimated fair values of investments held in the trust account are determined using available market information. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the condensed balance sheets. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 Topic 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. 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 Topic 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities , for more information. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated With Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were allocated to the separable financial instruments issued in the initial public offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Shares Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of September 30, 2022 and as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of September 30, 2022 and as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The Company determined that the SAFE was not legal form debt (i.e., no creditors’ rights). The SAFE includes a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFE is classified as mark-to-market liability pursuant to Accounting Standards Codification (“ASC”) 480, Distinguishing Liability from Equity |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred income tax assets are evaluated to determine if valuation allowances are required or should be adjusted. Valuation allowances are established based on a more likely than not standard. The ability to realize deferred tax assets depends on the Company’s ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each tax jurisdiction. The Company considers the various possible sources of taxable income when assessing the realization of its deferred tax assets. The valuation allowances recorded against deferred tax assets generated by taxable losses in certain jurisdictions will affect the provision for income taxes until the valuation allowances are released. The Company’s provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated. The Company records uncertain tax positions on the basis of a two-step process whereby it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the more likely than not criteria, the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority is recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share Of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 28, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Recently Announced Accounting Pronouncements In October 2020, the Financial Accounting Standard Board ("FASB") issued an Accounting Standard Update ("ASU") No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 were effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption was permitted. There were no material impacts upon the adoption of ASU 2020-10, on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Disclosure Framework – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires financial assets measured at amortized cost basis, including trade receivables, to be presented net of the amount expected to be collected. The measurement of all expected credit losses will be based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted the new standard effective January 1, 2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption did not have a material impact on the Company’s financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. A customer’s accounting for the costs of the hosting component of the arrangement is not affected by the new guidance. The Company adopted ASU 2018-15 as of January 1, 2020 with no material impact on its consolidated financial statements. In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”), which simplifies the accounting for stock-based payments granted to non-employees for goods and services. Under ASU 2018-07, most of the guidance on such payments to non-employees will be aligned with the requirements for stock-based payments granted to employees. The Company early adopted ASU 2018-07 as of January 1, 2020 and its adoption did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of US GAAP. The Company adopted ASU 2019-12 as of January 1, 2021 with no material impact on its consolidated financial statements. Recently Announced Accounting Pronouncements In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP"). The consolidated financial statements include the accounts of LanzaTech NZ, Inc. and its wholly-owned consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). 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 $50,370 and an accumulated deficit of $(434,863) at September 30, 2022 and cash outflows from operations of $(71,336) and a net loss of $(54,974) for the nine months ended September 30, 2022. The Company has historically funded its operations through debt financing and issuance of equity securities. Based on the Company’s financial position as of the date these condensed consolidated financial statements were available to be issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months with cash on hand. Accordingly, the Company’s condensed consolidated financial statements have been prepared on the basis that it will continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those 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 condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees, the SAFE and the SAFE warrants. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Segment Information | Segment Information The Company operates as one operating segment which is the licensing of its technologies and related services such as research and development and engineering. The Chief Executive Officer who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. Substantially all of the Company's long-lived assets are maintained in the United States. Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. While the Company offers a variety of services and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company’s service offerings are delivered and supported on a global basis, most of the Company’s service offerings are deployed in a nearly identical way, and the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for components below the consolidated level. Accordingly, the Company has determined that it has a single reportable and operating segment. See Note 4, Revenues , for disaggregation of the Company’s revenues by customer location. |
Foreign Currencies | Foreign Currencies The Company’s reporting currency is the U.S. Dollar. The Company has certain foreign subsidiaries where the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as an adjustment in accumulated other comprehensive income (loss). The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. Foreign Currencies The Company’s reporting currency is the U.S. Dollar. The Company has certain foreign subsidiaries where the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as an adjustment in accumulated other comprehensive income (loss). The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other income, net in the consolidated statements of operations and comprehensive loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021. |
Restricted Cash and Other Cash Flows from Operating Activities | Restricted Cash and Other Cash Flows from Operating ActivitiesThe 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. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2021 and 2020, the Company had $128,318 and $60,495 of cash and cash equivalents, respectively. The Company is required to maintain a cash deposit with a bank which consists of collateral on a travel and expense program maintained by the bank. The following represents a reconciliation of cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020. Year Ended December 31, 2021 2020 Cash and cash equivalents $ 128,318 $ 60,495 Restricted cash (presented within Other current assets) 414 414 Cash, cash equivalents and restricted cash $ 128,732 $ 60,909 |
Trade and Other Receivables | Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers . The Company primarily earns revenue from services related to feasibility studies and basic engineering design of commercial plants, licensing of technologies, joint development and contract research activities to develop novel biocatalysts and related technologies, and sale of CarbonSmart ethanol produced using the Company's proprietary technologies. 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 our arrangements and determined that they do not contain significant financing components. Carbon Capture and Transformation 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 equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method as performance obligations are satisfied. Management has determined that the milestone completion and the associated contractual payment amounts are an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606. The Company licenses intellectual property to generate recurring revenue when its customers deploy carbon capture and transformation 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. Research and Development Services The Company performs research and development (“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 other contract research, including projects with the U.S. Department of Energy. 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, Revenue from Contracts with Customers , 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. 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 transactions 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 condensed 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. CarbonSmart The Company's CarbonSmart business, initially CarbonSmart ethanol, is produced by LanzaTech licensed plants using the Company's proprietary technologies. Customers can buy CarbonSmart ethanol directly from LanzaTech, which the Company sources from these partnering plants. Revenue is recognized at a point in time when control transfers to the 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. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 Topic 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. 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 Topic 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities , for more information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively. As of September 30, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At September 30, 2022 and December 31, 2021, the value of property, plant, and equipment outside the United States was immaterial. Concentration of Credit Risk and Other Risks and Uncertainties (Restated) Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively. As of December 31, 2021 and 2020, approximately 35% and 27%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At December 31, 2021 and 2020, the value of property, plant, and equipment outside the United States was immaterial. The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues . Customers Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 as Restated as Restated Customer A 27 % 28 % Customer B 15 % 27 % Customer C 12 % 22 % |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Recently Announced Accounting Pronouncements In October 2020, the Financial Accounting Standard Board ("FASB") issued an Accounting Standard Update ("ASU") No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 were effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption was permitted. There were no material impacts upon the adoption of ASU 2020-10, on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Disclosure Framework – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires financial assets measured at amortized cost basis, including trade receivables, to be presented net of the amount expected to be collected. The measurement of all expected credit losses will be based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted the new standard effective January 1, 2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption did not have a material impact on the Company’s financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. A customer’s accounting for the costs of the hosting component of the arrangement is not affected by the new guidance. The Company adopted ASU 2018-15 as of January 1, 2020 with no material impact on its consolidated financial statements. In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”), which simplifies the accounting for stock-based payments granted to non-employees for goods and services. Under ASU 2018-07, most of the guidance on such payments to non-employees will be aligned with the requirements for stock-based payments granted to employees. The Company early adopted ASU 2018-07 as of January 1, 2020 and its adoption did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of US GAAP. The Company adopted ASU 2019-12 as of January 1, 2021 with no material impact on its consolidated financial statements. Recently Announced Accounting Pronouncements In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP"). The consolidated financial statements include the accounts of LanzaTech NZ, Inc. and its wholly-owned consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Segment Information | Segment Information The Company operates as one operating segment which is the licensing of its technologies and related services such as research and development and engineering. The Chief Executive Officer who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. Substantially all of the Company's long-lived assets are maintained in the United States. Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. While the Company offers a variety of services and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company’s service offerings are delivered and supported on a global basis, most of the Company’s service offerings are deployed in a nearly identical way, and the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for components below the consolidated level. Accordingly, the Company has determined that it has a single reportable and operating segment. See Note 4, Revenues , for disaggregation of the Company’s revenues by customer location. |
Coronavirus | Coronavirus (COVID-19) In March 2020, the World Health Organization declared the viral strain of coronavirus ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 and the resulting economic contraction has resulted in increased business uncertainty. The consequences of a prolonged economic decline could include, but are not limited to, reduced revenues, increased instances of uncollectible customer receivables, and increased asset impairments in future periods. Accordingly, the Company cannot reasonably estimate the length or severity of this pandemic, or the extent to which the disruption may materially impact its consolidated balance sheets, consolidated statements of operations and comprehensive loss or statements of cash flows for future periods. |
Going Concern | Going Concern The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). 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 $50,370 and an accumulated deficit of $(434,863) at September 30, 2022 and cash outflows from operations of $(71,336) and a net loss of $(54,974) for the nine months ended September 30, 2022. The Company has historically funded its operations through debt financing and issuance of equity securities. Based on the Company’s financial position as of the date these condensed consolidated financial statements were available to be issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months with cash on hand. Accordingly, the Company’s condensed consolidated financial statements have been prepared on the basis that it will continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those 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 condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees, the SAFE and the SAFE warrants. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include fair value of equity awards granted to both employees and non-employees. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Foreign Currencies | Foreign Currencies The Company’s reporting currency is the U.S. Dollar. The Company has certain foreign subsidiaries where the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as an adjustment in accumulated other comprehensive income (loss). The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. Foreign Currencies The Company’s reporting currency is the U.S. Dollar. The Company has certain foreign subsidiaries where the functional currency is the local currency. All of the assets and liabilities of these subsidiaries are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as an adjustment in accumulated other comprehensive income (loss). The Company also has foreign subsidiaries that have a functional currency of the U.S. dollar. Purchases and sales of assets and income and expense items denominated in foreign currencies are remeasured into U.S. dollar amounts on the respective dates of such transactions. Net realized foreign currency gains or losses relating to the differences between these recorded amounts and the U.S. dollar equivalent actually received or paid are included within Other income, net in the consolidated statements of operations and comprehensive loss. |
Cash and Cash Equivalents, Cash Equivalents, and Restricted Cash | Restricted Cash and Other Cash Flows from Operating ActivitiesThe 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. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of December 31, 2021 and 2020, the Company had $128,318 and $60,495 of cash and cash equivalents, respectively. The Company is required to maintain a cash deposit with a bank which consists of collateral on a travel and expense program maintained by the bank. The following represents a reconciliation of cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020. Year Ended December 31, 2021 2020 Cash and cash equivalents $ 128,318 $ 60,495 Restricted cash (presented within Other current assets) 414 414 Cash, cash equivalents and restricted cash $ 128,732 $ 60,909 |
Trade and Other Receivables | Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. Trade and Other Receivables Receivables are reported net of allowances for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience. |
Other Current Assets | Other Current Assets Other current assets consist of prepaid expenses, materials and supplies, and other assets. Material and supplies consist of spare parts and consumables used for research and research equipment and is stated at the weighted average cost. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, net Property and equipment are stated at cost and include improvements that significantly increase capacities or extend the useful lives of existing plant and equipment. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Useful lives range from three three The Company reviews the remaining useful life of its assets on a regular basis to determine whether changes have taken place that would suggest that a change to depreciation policies is warranted. Upon retirement or disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the account, and the resulting gains or losses, if any, are recorded in the consolidated statements of operations and comprehensive loss. Net gains or losses related to asset dispositions are recognized in earnings in the period in which dispositions occur. Routine maintenance, repairs and replacements are expensed as incurred. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Lease agreements are evaluated to classify the lease as a finance or operating lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company accounts for lease components and non-lease components as a single lease component. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company performs a recoverability assessment of each of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indicators may include, but are not limited to, adverse changes in the regulatory environment in a jurisdiction where the Company operates, a decision to discontinue the development of a long-lived asset, early termination of a significant customer contract, or the introduction of newer technology. When performing a recoverability assessment, the Company measures whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its carrying value. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. |
Equity Method Investments | Equity Method Investments Investments in entities over which the Company has significant influence, but not control, are accounted for using the equity method of accounting. Gain from equity method investees, net represents the Company’s proportionate share of net income or loss of its equity method investees and any gains or losses from the dilution of such investments. |
Simple Agreement for Future Equity (SAFE) | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of September 30, 2022 and as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of September 30, 2022 and as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model. The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”). The Company determined that the SAFE was not legal form debt (i.e., no creditors’ rights). The SAFE includes a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFE is classified as mark-to-market liability pursuant to Accounting Standards Codification (“ASC”) 480, Distinguishing Liability from Equity |
Warrants | Warrants The Company has warrants to purchase preferred shares outstanding as of December 31, 2021 and 2020 representing 225,223 and 383,281 preferred shares, respectively, which warrants expire at various dates through December 31, 2027. The exercise prices of the warrants range from $14.69 to $19.93 as of each of December 31, 2021 and 2020. The Company accounts for its warrants as liabilities based upon the characteristics and provisions of each instrument. The liabilities are included in other accrued liabilities on the Company's consolidated balance sheets at their fair value on the date of issuance and are revalued in each subsequent reporting period until such instruments are exercised or expire. The change in fair value between reporting periods is included in other (expense) income, net in the consolidated statements of operations and comprehensive loss. Further the warrant related to the SAFE of $1,729 is accounted for as a liability. This liability is recorded in current liabilities on the Company's consolidated balance sheets at fair value on the date of issuance and will be revalued each subsequent reporting period until such instrument is exercised or expire. The change in fair value between reporting periods is included in other (expense) income, net in the consolidated statements of operations and comprehensive loss. |
Long-Term Debt and Debt Issuance Costs | Long-Term Debt and Debt Issuance Costs The Company’s debt consists of credit facilities with financial institutions. Costs directly related to the issuance of debt are reported on the consolidated balance sheets as a reduction from the carrying amount of the recognized debt liability and amortized over the term of the debt using the effective interest method. |
Legal and Contingencies | Legal and Contingencies The Company may be involved in legal actions in the ordinary course of business, inquiries and proceedings concerning employment, labor, environmental, and other claims. The Company will recognize a loss contingency in the consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized. |
Revenue | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers . The Company primarily earns revenue from services related to feasibility studies and basic engineering design of commercial plants, licensing of technologies, joint development and contract research activities to develop novel biocatalysts and related technologies. 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. We have evaluated the terms of our arrangements and determined that they do not contain significant financing components. Carbon Capture and Transformation 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 equipment and microbes. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized using the output method based on milestone completion, the cost-to-cost input method for certain engineering services, or the percentage of completion method when certain revenue recognition requirements are met. Management has determined that the milestone completion and the associated contractual payment amounts are an appropriate measure of progress towards complete satisfaction of the performance obligations under ASC 606. The Company licenses intellectual property to generate recurring revenue when its customers deploy carbon capture and transformation 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. Research and Development Services The Company performs research and development (“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 other contract research, including projects with the U.S. Department of Energy. Such services are recognized as a performance obligation satisfied over time. Revenue is recognized based on milestone completion, when such milestones are contractually defined, or based on stage of contract completion when not defined. For the latter, 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, Revenue from Contracts with Customers, and estimates its variable consideration under the expected value method. Accordingly, the Company records a liability based on milestones achieved and the expected repayment of the development costs. The Company’s joint development agreements may utilize the cost-to-cost method of revenue recognition or may include well defined payment milestones, dependent on the contract, both of which the Company evaluates against work completed prior to revenue recognition. For other contract research, the Company utilizes the cost-to-cost method of revenue recognition. These contracts have a fixed dollar amount which is based on the Company’s estimate of total costs to be incurred over the life of each contract. 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. 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 transactions 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 related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenue. Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits. Research and Development We incur research and development costs associated with various R&D activities and expense these costs as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation . Accordingly, in exchange for employee and director services, compensation is given in the form of equity awards. The equity awards are recorded based on the grant date fair value and expensed over the requisite service period for the respective award. The Company’s equity-based awards include stock option awards and restricted stock issued by the Company, which vest based on either time or the achievement of certain performance conditions. The Company records forfeitures as they occur. Compensation expense resulting from time-vesting-based awards is recognized in the Company’s consolidated statements of operations and comprehensive loss, primarily within research and development expenses, at the grant date fair value over the requisite service period. Compensation expense resulting from performance awards recognized over the requisite service period when it is probable that the performance condition will be met. The calculated compensation expense for performance awards is adjusted based on an estimate of awards ultimately expected to vest. The Company estimates grant date fair value using a Black-Scholes option pricing model that uses assumptions including expected volatility, expected term, and the expected risk-free rate of return. The Company has determined that the Black-Scholes option pricing model, as well as the underlying assumptions used in its application, is appropriate in estimating the fair value of its award grants. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred income tax assets are evaluated to determine if valuation allowances are required or should be adjusted. Valuation allowances are established based on a more likely than not standard. The ability to realize deferred tax assets depends on the Company’s ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each tax jurisdiction. The Company considers the various possible sources of taxable income when assessing the realization of its deferred tax assets. The valuation allowances recorded against deferred tax assets generated by taxable losses in certain jurisdictions will affect the provision for income taxes until the valuation allowances are released. The Company’s provision for income taxes will include no tax benefit for losses incurred and no tax expense with respect to income generated in these jurisdictions until the respective valuation allowance is eliminated. The Company records uncertain tax positions on the basis of a two-step process whereby it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the more likely than not criteria, the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority is recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. |
Related Party Transactions | Related Party Transactions The Company follows ASC 850-10, Related Party Transactions , for the identification of related parties and disclosure of related party transactions. |
Net Loss Per Share | Net Income (Loss) Per Share Of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 28, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to participating stock by the weighted average number of shares of participating stock outstanding during the period. |
Fair Value of Financial Instruments | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; and • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 Topic 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. 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 Topic 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability. Refer to Note 11, Warrant Liabilities , for more information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company’s customers outside of the United States for the nine months ended September 30, 2022 and 2021 was approximately 61% and 65%, respectively. As of September 30, 2022 and December 31, 2021, approximately 35% and 35%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At September 30, 2022 and December 31, 2021, the value of property, plant, and equipment outside the United States was immaterial. Concentration of Credit Risk and Other Risks and Uncertainties (Restated) Revenue generated from the Company’s customers outside of the United States for the years ended December 31, 2021 and 2020 was approximately 38% and 14%, respectively. As of December 31, 2021 and 2020, approximately 35% and 27%, respectively, of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States. At December 31, 2021 and 2020, the value of property, plant, and equipment outside the United States was immaterial. The Company’s revenue by geographic region based on the customer’s location is presented in Note 4, Revenues . Customers Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 as Restated as Restated Customer A 27 % 28 % Customer B 15 % 27 % Customer C 12 % 22 % |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Recently Announced Accounting Pronouncements In October 2020, the Financial Accounting Standard Board ("FASB") issued an Accounting Standard Update ("ASU") No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 were effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption was permitted. There were no material impacts upon the adoption of ASU 2020-10, on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Disclosure Framework – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires financial assets measured at amortized cost basis, including trade receivables, to be presented net of the amount expected to be collected. The measurement of all expected credit losses will be based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted the new standard effective January 1, 2020, using a modified retrospective transition method, which requires a cumulative-effect adjustment, if any, to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption did not have a material impact on the Company’s financial position or results of operations. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. A customer’s accounting for the costs of the hosting component of the arrangement is not affected by the new guidance. The Company adopted ASU 2018-15 as of January 1, 2020 with no material impact on its consolidated financial statements. In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”), which simplifies the accounting for stock-based payments granted to non-employees for goods and services. Under ASU 2018-07, most of the guidance on such payments to non-employees will be aligned with the requirements for stock-based payments granted to employees. The Company early adopted ASU 2018-07 as of January 1, 2020 and its adoption did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of US GAAP. The Company adopted ASU 2019-12 as of January 1, 2021 with no material impact on its consolidated financial statements. Recently Announced Accounting Pronouncements In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements and related disclosures. |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss per Share | For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 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): Nine months ended September 30, 2022 2021 Numerator: Net loss for basic and diluted earnings per common share $ (54,974) $ (30,591) Unpaid cumulative dividends on preferred stock (28,925) (27,068) Net loss allocated to common shareholders $ (83,899) $ (57,659) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 2,108,472 1,909,635 Net loss per common share, basic and diluted (1) $ (39.79) $ (30.19) __________________ (1) In periods in which the Company reports a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Year Ended December 31, 2021 2020 as Restated as Restated Numerator: Net loss for basic and diluted earnings per common share $ (46,689) $ (37,713) Unpaid cumulative dividends on preferred stock (36,758) (31,291) Net loss allocated to common shareholders $ (83,447) $ (69,004) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 1,959,165 1,629,821 Net loss per common share, basic and diluted (1) $ (42.59) $ (42.34) __________________ (1) In periods in which the Company reports a net loss, all stock-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of reconciliation of common stock subject to possible redemption | Gross proceeds $ 150,000,000 Less: Amount allocated to public warrants (5,100,000) Class A common stock issuance costs (13,306,092) Plus: Accretion of carrying value to redemption value 18,406,092 Class A common stock subject to possible redemption, December 31, 2021 150,000,000 Subsequent remeasurement of Class A common stock subject to possible redemption 293,649 Class A common stock subject to possible redemption, September 30, 2022 $ 150,293,649 Gross proceeds from Initial Public Offering $ 150,000,000 Less: Fair value of Public Warrants at issuance (5,100,000) Offering costs allocated to Class A common stock subject to possible redemption (13,306,092) Plus: Accretion on Class A common stock subject to possible redemption amount 18,406,092 Class A common stock subject to possible redemption $ 150,000,000 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2021 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2020 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,003,304 19.93 185,252 Series E 5,183,957 5,183,957 22.86 118,076 26,112,823 25,729,542 $ 394,408 Redeemable convertible preferred stock issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows: Redeemable Convertible Preferred Stock Series A Series B Series C Series D Series E Series F Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2020 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,003,304 $ 185,252 3,149,745 $ 71,606 $ — $ — 23,695,330 $ 347,938 Preferred stock issuance, net of costs — — — — — — — — 2,034,212 46,470 — — 2,034,212 46,470 Balance as of December 31, 2020 4,666,503 12,230 1,733,370 18,000 4,142,408 60,850 10,003,304 185,252 5,183,957 118,076 — — 25,729,542 394,408 Preferred stock issuance, net of costs — — — — — — 158,058 3,150 — — 3,634,210 83,073 3,792,268 86,223 Balance as of December 31, 2021 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,161,362 $ 188,402 5,183,957 $ 118,076 3,634,210 $ 83,073 29,521,810 $ 480,631 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,969,468 $ — $ — Liabilities: Derivative liabilities – public warrants $ 1,050,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 493,280 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – public warrants $ 3,825,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 1,785,000 The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 3,825,000 $ — $ — Derivative liabilities – Private Placement Warrants $ — $ — $ 1,785,000 The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurement as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 519 — — $ 519 Liabilities: Warrants $ — $ — $ 1,572 $ 1,572 SAFE warrant — — 2,022 2,022 SAFE liability — — 27,221 27,221 Total liabilities $ — $ — $ 30,815 $ 30,815 Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 $ 1,729 SAFE liability — — 28,271 $ 28,271 Total Liabilities $ — $ — $ 31,145 $ 31,145 The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 1,729 SAFE liability — — 28,271 28,271 Total liabilities $ — $ — $ 31,145 $ 31,145 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 582 $ 582 |
Summary of quantitative information regarding Level 3 fair value measurement inputs | As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.8 % 9.6 % Stock price $ 9.79 $ 9.66 Remaining term (years) 5.19 5.75 Risk-free rate 3.97 % 1.32 % The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Volatility 9.6 % 11.3 % Stock price $ 9.66 $ 9.66 Remaining term (yrs) 5.75 6.51 Risk-free rate 1.32 % 0.99 % The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Stock price $ 15.03 $ 13.77 Weighted average exercise price 17.31 17.32 Term (in years) 2.3 2.8 Expected volatility 76.9 % 70.6 % Risk-free interest rate 2.9 % 0.8 % Expected dividend yield — % — % Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Time to conversion (in years) 0.3 1.0 Liquidity price 100 % 90 % Discount rate 26.0 % 26.0 % Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Remaining life (in years) 5.0 5.0 Volatility 75 % 75 % Interest rate 4.06 % 4.06 % Time to conversion (in years) 0.3 1.0 Risk-free interest rate 3.33 % 4.05 % Dividend yield — % — % The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Stock price $ 13.77 $ 4.68 Weighted average exercise price 17.32 18.39 Term (in years) 2.8 2.8 Expected volatility 70.6 % 88.9 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Time to conversion (in years) 0.5 1.0 Liquidity price 100 % 90 % Discount rate 17.1 % 17.1 % Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Remaining life (in years) 5.0 5.0 Volatility 60 % 60 % Interest rate 1.26 % 1.26 % Time to conversion (in years) 0.5 1.0 Risk-free interest rate 0.19 % 0.39 % Dividend yield — % — % |
Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs | Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Change in fair value of derivative liabilities 245,000 Derivative warrant liabilities at March 31, 2022 2,030,000 Change in fair value of derivative liabilities (1,085,000) Derivative warrant liabilities at June 30, 2022 945,000 Change in fair value of derivative liabilities (451,720) Derivative warrant liabilities at September 30, 2022 $ 493,280 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 28, 2021 (inception) $ — Issuance of Public and Private Warrants 7,515,000 Transfer of Public Warrants to Level 1 (5,100,000) Change in fair value of derivative liabilities (630,000) Derivative warrant liabilities at December 31, 2021 $ 1,785,000 The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2022 $ 1,145 $ 28,271 $ 1,729 Loss / (gain) recognized in condensed statement of operations and comprehensive loss 427 (1,050) 293 Balance as of September 30, 2022 $ 1,572 $ 27,221 $ 2,022 Warrants SAFE liability SAFE warrant Balance as of January 1, 2021 $ 582 $ — $ — Issuance of SAFE liability and warrant — — — Loss recognized in condensed statement of operations and comprehensive loss 699 — — Balance as of September 30, 2021 $ 1,281 $ — $ — The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2020 $ 687 $ — $ — Gain recognized in statement of operations and comprehensive loss (105) — — Balance as of December 31, 2020 $ 582 $ — $ — Issuance of SAFE liability and warrant — 28,271 1,729 Loss recognized in statement of operations and comprehensive loss 563 — — Balance as of December 31, 2021 $ 1,145 $ 28,271 $ 1,729 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss per Share | For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 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): Nine months ended September 30, 2022 2021 Numerator: Net loss for basic and diluted earnings per common share $ (54,974) $ (30,591) Unpaid cumulative dividends on preferred stock (28,925) (27,068) Net loss allocated to common shareholders $ (83,899) $ (57,659) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 2,108,472 1,909,635 Net loss per common share, basic and diluted (1) $ (39.79) $ (30.19) __________________ (1) In periods in which the Company reports a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Year Ended December 31, 2021 2020 as Restated as Restated Numerator: Net loss for basic and diluted earnings per common share $ (46,689) $ (37,713) Unpaid cumulative dividends on preferred stock (36,758) (31,291) Net loss allocated to common shareholders $ (83,447) $ (69,004) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 1,959,165 1,629,821 Net loss per common share, basic and diluted (1) $ (42.59) $ (42.34) __________________ (1) In periods in which the Company reports a net loss, all stock-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of reconciliation of common stock subject to possible redemption | Gross proceeds $ 150,000,000 Less: Amount allocated to public warrants (5,100,000) Class A common stock issuance costs (13,306,092) Plus: Accretion of carrying value to redemption value 18,406,092 Class A common stock subject to possible redemption, December 31, 2021 150,000,000 Subsequent remeasurement of Class A common stock subject to possible redemption 293,649 Class A common stock subject to possible redemption, September 30, 2022 $ 150,293,649 Gross proceeds from Initial Public Offering $ 150,000,000 Less: Fair value of Public Warrants at issuance (5,100,000) Offering costs allocated to Class A common stock subject to possible redemption (13,306,092) Plus: Accretion on Class A common stock subject to possible redemption amount 18,406,092 Class A common stock subject to possible redemption $ 150,000,000 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2021 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2020 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,003,304 19.93 185,252 Series E 5,183,957 5,183,957 22.86 118,076 26,112,823 25,729,542 $ 394,408 Redeemable convertible preferred stock issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows: Redeemable Convertible Preferred Stock Series A Series B Series C Series D Series E Series F Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2020 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,003,304 $ 185,252 3,149,745 $ 71,606 $ — $ — 23,695,330 $ 347,938 Preferred stock issuance, net of costs — — — — — — — — 2,034,212 46,470 — — 2,034,212 46,470 Balance as of December 31, 2020 4,666,503 12,230 1,733,370 18,000 4,142,408 60,850 10,003,304 185,252 5,183,957 118,076 — — 25,729,542 394,408 Preferred stock issuance, net of costs — — — — — — 158,058 3,150 — — 3,634,210 83,073 3,792,268 86,223 Balance as of December 31, 2021 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,161,362 $ 188,402 5,183,957 $ 118,076 3,634,210 $ 83,073 29,521,810 $ 480,631 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,969,468 $ — $ — Liabilities: Derivative liabilities – public warrants $ 1,050,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 493,280 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – public warrants $ 3,825,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 1,785,000 The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 3,825,000 $ — $ — Derivative liabilities – Private Placement Warrants $ — $ — $ 1,785,000 The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurement as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 519 — — $ 519 Liabilities: Warrants $ — $ — $ 1,572 $ 1,572 SAFE warrant — — 2,022 2,022 SAFE liability — — 27,221 27,221 Total liabilities $ — $ — $ 30,815 $ 30,815 Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 $ 1,729 SAFE liability — — 28,271 $ 28,271 Total Liabilities $ — $ — $ 31,145 $ 31,145 The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 1,729 SAFE liability — — 28,271 28,271 Total liabilities $ — $ — $ 31,145 $ 31,145 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 582 $ 582 |
Summary of quantitative information regarding Level 3 fair value measurement inputs | As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.8 % 9.6 % Stock price $ 9.79 $ 9.66 Remaining term (years) 5.19 5.75 Risk-free rate 3.97 % 1.32 % The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Volatility 9.6 % 11.3 % Stock price $ 9.66 $ 9.66 Remaining term (yrs) 5.75 6.51 Risk-free rate 1.32 % 0.99 % The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Stock price $ 15.03 $ 13.77 Weighted average exercise price 17.31 17.32 Term (in years) 2.3 2.8 Expected volatility 76.9 % 70.6 % Risk-free interest rate 2.9 % 0.8 % Expected dividend yield — % — % Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Time to conversion (in years) 0.3 1.0 Liquidity price 100 % 90 % Discount rate 26.0 % 26.0 % Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Remaining life (in years) 5.0 5.0 Volatility 75 % 75 % Interest rate 4.06 % 4.06 % Time to conversion (in years) 0.3 1.0 Risk-free interest rate 3.33 % 4.05 % Dividend yield — % — % The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Stock price $ 13.77 $ 4.68 Weighted average exercise price 17.32 18.39 Term (in years) 2.8 2.8 Expected volatility 70.6 % 88.9 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Time to conversion (in years) 0.5 1.0 Liquidity price 100 % 90 % Discount rate 17.1 % 17.1 % Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Remaining life (in years) 5.0 5.0 Volatility 60 % 60 % Interest rate 1.26 % 1.26 % Time to conversion (in years) 0.5 1.0 Risk-free interest rate 0.19 % 0.39 % Dividend yield — % — % |
Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs | Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Change in fair value of derivative liabilities 245,000 Derivative warrant liabilities at March 31, 2022 2,030,000 Change in fair value of derivative liabilities (1,085,000) Derivative warrant liabilities at June 30, 2022 945,000 Change in fair value of derivative liabilities (451,720) Derivative warrant liabilities at September 30, 2022 $ 493,280 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 28, 2021 (inception) $ — Issuance of Public and Private Warrants 7,515,000 Transfer of Public Warrants to Level 1 (5,100,000) Change in fair value of derivative liabilities (630,000) Derivative warrant liabilities at December 31, 2021 $ 1,785,000 The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2022 $ 1,145 $ 28,271 $ 1,729 Loss / (gain) recognized in condensed statement of operations and comprehensive loss 427 (1,050) 293 Balance as of September 30, 2022 $ 1,572 $ 27,221 $ 2,022 Warrants SAFE liability SAFE warrant Balance as of January 1, 2021 $ 582 $ — $ — Issuance of SAFE liability and warrant — — — Loss recognized in condensed statement of operations and comprehensive loss 699 — — Balance as of September 30, 2021 $ 1,281 $ — $ — The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2020 $ 687 $ — $ — Gain recognized in statement of operations and comprehensive loss (105) — — Balance as of December 31, 2020 $ 582 $ — $ — Issuance of SAFE liability and warrant — 28,271 1,729 Loss recognized in statement of operations and comprehensive loss 563 — — Balance as of December 31, 2021 $ 1,145 $ 28,271 $ 1,729 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income tax provision | For the Period from January 28, 2021 Current Federal $ — State — Deferred Federal (290,181) State Valuation allowance 290,181 Income tax provision $ — The components of income tax expense were as follows (in thousands): Year Ended December 31, 2021 2020 Current: United States $ — $ — New Zealand $ — $ — Foreign $ — $ — Total $ — $ — Deferred: United States — — New Zealand — — Foreign — — Total — — |
Summary of significant components of the Company's deferred tax assets | December 31, 2021 Deferred tax assets: Start-up/Organization costs $ 210,307 Net operating loss carryforwards 79,874 Total deferred tax assets 290,181 Valuation allowance (290,181) Deferred tax asset, net of allowance $ — Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: as Restated as Restated Net operating loss and credit carryforwards $ 107,979 $ 104,301 Operating lease liability 1,878 2,394 Accrued bonus 981 850 Accrued expenses 1,566 429 Deferred revenue 309 1,018 Equity method investment 1,243 1,031 Other 925 394 $ 114,881 $ 110,417 Valuation allowance (113,276) (108,300) Net deferred tax asset $ 1,605 $ 2,117 Deferred tax liabilities: Operating lease asset (1,429) (1,941) Other (176) (176) Total deferred tax liabilities $ (1,605) $ (2,117) Net deferred income tax assets and liabilities: $ — $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | For the Period from January 28, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (855.9) % Offering costs allocated to derivative warrant liabilities 214.0 % Change in valuation allowance 620.9 % Income tax expense 0.0 % 2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages): Year Ended December 31, 2021 2020 as Restated as Restated Income tax (benefit) at the statutory federal income tax rate $ (9,805) 21.0 % $ (10,560) 28.0 % Foreign tax rate differential (605) 1.3 % 1,180 (3.2) % State and local taxes (4,068) 8.7 % (2,429) 6.4 % Effects of impairment — — % 10,281 (27.9) % Foreign exchange differences (143) 0.3 % (5,892) 16.0 % Stock-based compensation 501 (1.1) % 670 (1.8) % Interest income on receivable 882 (1.9) % 2,120 (5.7) % Equity method investment (443) 0.9 % (679) 1.8 % Non-deductible legal costs 1,291 (2.8) % — — % Gain from redomiciliation of intellectual property 4,890 (10.5) % — — % Valuation allowance 7,958 (17.0) % 5,505 (14.1) % PPP loan forgiveness (644) 1.4 % $ — — % Other 186 (0.3) % (196) 0.5 % Total income tax benefit $ — — % $ — — % |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents | The following represents a reconciliation of cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of September 30, 2022 and December 31, 2021 (in thousands). As of September 30, 2022 December 31, 2021 Cash and cash equivalents $ 50,370 $ 128,318 Restricted cash (presented within Other current assets) 664 414 Cash, cash equivalents and restricted cash $ 51,034 $ 128,732 the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020. Year Ended December 31, 2021 2020 Cash and cash equivalents $ 128,318 $ 60,495 Restricted cash (presented within Other current assets) 414 414 Cash, cash equivalents and restricted cash $ 128,732 $ 60,909 |
Customer concentration risk | Customers representing 10% or greater of revenue were as follows for the nine months ended September 30, 2022 and 2021: Nine months ended September 30, 2022 2021 Customer A 24 % 16 % Customer B 10 % — % Customer C 10 % 3 % Customer D 8 % 34 % Customer E 8 % 12 % Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 as Restated as Restated Customer A 27 % 28 % Customer B 15 % 27 % Customer C 12 % 22 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss per Share | For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 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): Nine months ended September 30, 2022 2021 Numerator: Net loss for basic and diluted earnings per common share $ (54,974) $ (30,591) Unpaid cumulative dividends on preferred stock (28,925) (27,068) Net loss allocated to common shareholders $ (83,899) $ (57,659) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 2,108,472 1,909,635 Net loss per common share, basic and diluted (1) $ (39.79) $ (30.19) __________________ (1) In periods in which the Company reports a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Year Ended December 31, 2021 2020 as Restated as Restated Numerator: Net loss for basic and diluted earnings per common share $ (46,689) $ (37,713) Unpaid cumulative dividends on preferred stock (36,758) (31,291) Net loss allocated to common shareholders $ (83,447) $ (69,004) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 1,959,165 1,629,821 Net loss per common share, basic and diluted (1) $ (42.59) $ (42.34) __________________ (1) In periods in which the Company reports a net loss, all stock-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of September 30, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following: Nine months ended September 30, 2022 2021 Redeemable convertible preferred stock (if converted) 29,521,810 29,521,810 Options 3,790,978 3,540,570 RSAs 579,660 579,660 Warrants 225,223 225,223 Total 34,117,671 33,867,263 As of December 31, 2021 and 2020, potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive include the following: Year Ended December 31, 2021 2020 Redeemable convertible preferred stock (if converted) 29,521,810 25,729,542 Options 3,848,420 4,283,200 RSAs 579,660 324,680 Warrants 225,223 383,281 Total 34,175,113 30,720,703 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated revenue | The following table presents disaggregated revenue in the following categories (in thousands): Nine months ended September 30, 2022 2021 Contract Types: Joint development agreements $ 4,018 $ 10,660 Other contract research 4,100 1,393 Research and development revenue 8,118 12,053 Licensing 1,620 1,518 CarbonSmart 3,413 — Engineering and other services 12,630 4,756 Carbon capture and transformation revenue 17,663 6,274 Total Revenue $ 25,781 $ 18,327 The following table presents disaggregation of the Company’s revenues by customer location for the nine months ended September 30, 2022 and 2021 (in thousands): Nine months ended September 30, 2022 2021 North America $ 12,361 $ 12,725 Europe, Middle East, Africa (EMEA) 7,894 5,210 Asia 4,151 242 Australia 1,375 150 Total Revenue $ 25,781 $ 18,327 The following table presents disaggregated revenue in the following categories (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated Contract Types: Joint development agreements $ 11,700 $ 6,928 Other contract research $ 2,197 1,982 Research and development revenue $ 13,897 8,910 Licensing $ 2,025 1,018 Engineering and other services $ 9,539 8,425 Carbon capture and transformation revenue $ 11,564 9,443 Total Revenue $ 25,461 $ 18,353 The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated North America $ 15,825 $ 15,732 Europe 7,522 2,117 Asia 1,477 504 Australia 637 — Total Revenue $ 25,461 $ 18,353 |
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 January 1, 2022 as Restated $ 11,700 $ 3,476 $ 13,901 Additions to unbilled accounts receivable 19,355 — — Increases due to cash received — 775 37 Unbilled accounts receivable recognized in trade receivables (16,085) — — Decrease on revaluation on currency (122) — (804) Reclassification from non-current to current contract liabilities — 2,015 (2,015) Reclassification to revenue as a result of performance obligations satisfied — (3,298) — Balance as of September 30, 2022 $ 14,848 $ 2,968 $ 11,119 The following table provides changes in contract assets and liabilities during the year ended December 31, 2021. Current Contract Assets Current Contract Liabilities Non-current Contract Liabilities Balance as of December 31, 2020 as Restated $ 6,186 $ 5,480 $ 11,291 Additions to unbilled accounts receivable as Restated 8,516 — — Increases due to cash received — 20 5,690 Unbilled accounts receivable recognized in trade receivables as Restated (3,002) — — Reclassification from long-term to short-term — 3,080 (3,080) Reclassification to revenue as a result of performance obligations satisfied — (5,104) — Balance as of December 31, 2021 $ 11,700 $ 3,476 $ 13,901 |
Remaining performance obligations | Remaining performance obligations consisted of the following (in thousands): As of September 30, 2022 December 31, 2021 Current $ 2,968 $ 3,476 Non-current 11,119 13,901 Total $ 14,087 $ 17,377 Remaining performance obligations consisted of the following (in thousands): Year Ended December 31, 2021 2020 Current $ 3,476 $ 5,480 Non-current 13,901 11,291 Total $ 17,377 $ 16,771 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | The Company’s investments consisted of the following (in thousands): As of Category September 30, 2022 December 31, 2021 as Restated Investments: Equity Method Investment in LanzaJet $ 11,047 $ 12,433 Equity Security Investment in SGLT $ 14,990 $ 12,319 Total Investment $ 26,037 $ 24,752 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,969,468 $ — $ — Liabilities: Derivative liabilities – public warrants $ 1,050,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 493,280 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – public warrants $ 3,825,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 1,785,000 The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 3,825,000 $ — $ — Derivative liabilities – Private Placement Warrants $ — $ — $ 1,785,000 The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurement as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 519 — — $ 519 Liabilities: Warrants $ — $ — $ 1,572 $ 1,572 SAFE warrant — — 2,022 2,022 SAFE liability — — 27,221 27,221 Total liabilities $ — $ — $ 30,815 $ 30,815 Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 $ 1,729 SAFE liability — — 28,271 $ 28,271 Total Liabilities $ — $ — $ 31,145 $ 31,145 The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 1,729 SAFE liability — — 28,271 28,271 Total liabilities $ — $ — $ 31,145 $ 31,145 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 582 $ 582 |
Summary of quantitative information regarding Level 3 fair value measurement inputs | As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.8 % 9.6 % Stock price $ 9.79 $ 9.66 Remaining term (years) 5.19 5.75 Risk-free rate 3.97 % 1.32 % The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Volatility 9.6 % 11.3 % Stock price $ 9.66 $ 9.66 Remaining term (yrs) 5.75 6.51 Risk-free rate 1.32 % 0.99 % The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Stock price $ 15.03 $ 13.77 Weighted average exercise price 17.31 17.32 Term (in years) 2.3 2.8 Expected volatility 76.9 % 70.6 % Risk-free interest rate 2.9 % 0.8 % Expected dividend yield — % — % Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Time to conversion (in years) 0.3 1.0 Liquidity price 100 % 90 % Discount rate 26.0 % 26.0 % Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Remaining life (in years) 5.0 5.0 Volatility 75 % 75 % Interest rate 4.06 % 4.06 % Time to conversion (in years) 0.3 1.0 Risk-free interest rate 3.33 % 4.05 % Dividend yield — % — % The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Stock price $ 13.77 $ 4.68 Weighted average exercise price 17.32 18.39 Term (in years) 2.8 2.8 Expected volatility 70.6 % 88.9 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Time to conversion (in years) 0.5 1.0 Liquidity price 100 % 90 % Discount rate 17.1 % 17.1 % Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Remaining life (in years) 5.0 5.0 Volatility 60 % 60 % Interest rate 1.26 % 1.26 % Time to conversion (in years) 0.5 1.0 Risk-free interest rate 0.19 % 0.39 % Dividend yield — % — % |
Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs | Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Change in fair value of derivative liabilities 245,000 Derivative warrant liabilities at March 31, 2022 2,030,000 Change in fair value of derivative liabilities (1,085,000) Derivative warrant liabilities at June 30, 2022 945,000 Change in fair value of derivative liabilities (451,720) Derivative warrant liabilities at September 30, 2022 $ 493,280 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 28, 2021 (inception) $ — Issuance of Public and Private Warrants 7,515,000 Transfer of Public Warrants to Level 1 (5,100,000) Change in fair value of derivative liabilities (630,000) Derivative warrant liabilities at December 31, 2021 $ 1,785,000 The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2022 $ 1,145 $ 28,271 $ 1,729 Loss / (gain) recognized in condensed statement of operations and comprehensive loss 427 (1,050) 293 Balance as of September 30, 2022 $ 1,572 $ 27,221 $ 2,022 Warrants SAFE liability SAFE warrant Balance as of January 1, 2021 $ 582 $ — $ — Issuance of SAFE liability and warrant — — — Loss recognized in condensed statement of operations and comprehensive loss 699 — — Balance as of September 30, 2021 $ 1,281 $ — $ — The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2020 $ 687 $ — $ — Gain recognized in statement of operations and comprehensive loss (105) — — Balance as of December 31, 2020 $ 582 $ — $ — Issuance of SAFE liability and warrant — 28,271 1,729 Loss recognized in statement of operations and comprehensive loss 563 — — Balance as of December 31, 2021 $ 1,145 $ 28,271 $ 1,729 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options Activity | Stock option awards outstanding as of September 30, 2022 and changes during the period ended September 30, 2022 were as follows: Shares under option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2022 3,848 $ 6.55 6.16 $ 27,796 Vested and expecting to vest at January 1, 2022 3,848 6.55 6.16 27,796 Exercisable at January 1, 2022 2,479 $ 6.31 4.85 $ 18,499 Exercised (3) 6.75 — — Cancelled/forfeited (38) 9.55 — 188 Expired (1) 6.61 — 4 Outstanding at September 30, 2022 3,806 $ 6.52 5.39 $ 42,032 Vested and expecting to vest at September 30, 2022 3,806 6.52 5.39 42,032 Exercisable at September 30, 2022 2,918 $ 6.30 4.56 $ 32,874 Stock option awards outstanding as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows: Shares under option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2021 4,283 $ 5.12 5.09 $ 2,582 Vested and expecting to vest at January 1, 2021 4,283 5.12 5.09 2,582 Exercisable at January 1, 2021 2,915 $ 5.02 3.47 $ 2,582 Granted 620 9.33 $ — — Exercised (721) 2.36 $ — 1,741 Cancelled/forfeited/expired (334) 2.50 $ — 755 Outstanding at December 31, 2021 3,848 $ 6.55 6.16 $ 27,796 Vested and expecting to vest at December 31, 2021 3,848 6.55 6.16 27,796 Exercisable at December 31, 2021 2,479 $ 6.31 4.85 $ 18,499 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Amounts related to transactions with related parties | The table below summarizes amounts related to transactions with these related parties (in thousands): Nine months ended September 30, 2022 2021 Revenues $ 2,116 $ 2,348 As of September 30, 2022 December 31, 2021 Accounts receivable $ 1,509 $ 1,071 Contract assets 73 60 Purchases and open accounts payable 1,863 2,575 |
Redeemable, Convertible Prefe_3
Redeemable, Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Authorized, issued and outstanding shares, issue price, and carrying value | Gross proceeds $ 150,000,000 Less: Amount allocated to public warrants (5,100,000) Class A common stock issuance costs (13,306,092) Plus: Accretion of carrying value to redemption value 18,406,092 Class A common stock subject to possible redemption, December 31, 2021 150,000,000 Subsequent remeasurement of Class A common stock subject to possible redemption 293,649 Class A common stock subject to possible redemption, September 30, 2022 $ 150,293,649 Gross proceeds from Initial Public Offering $ 150,000,000 Less: Fair value of Public Warrants at issuance (5,100,000) Offering costs allocated to Class A common stock subject to possible redemption (13,306,092) Plus: Accretion on Class A common stock subject to possible redemption amount 18,406,092 Class A common stock subject to possible redemption $ 150,000,000 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2021 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2020 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,003,304 19.93 185,252 Series E 5,183,957 5,183,957 22.86 118,076 26,112,823 25,729,542 $ 394,408 Redeemable convertible preferred stock issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows: Redeemable Convertible Preferred Stock Series A Series B Series C Series D Series E Series F Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2020 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,003,304 $ 185,252 3,149,745 $ 71,606 $ — $ — 23,695,330 $ 347,938 Preferred stock issuance, net of costs — — — — — — — — 2,034,212 46,470 — — 2,034,212 46,470 Balance as of December 31, 2020 4,666,503 12,230 1,733,370 18,000 4,142,408 60,850 10,003,304 185,252 5,183,957 118,076 — — 25,729,542 394,408 Preferred stock issuance, net of costs — — — — — — 158,058 3,150 — — 3,634,210 83,073 3,792,268 86,223 Balance as of December 31, 2021 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,161,362 $ 188,402 5,183,957 $ 118,076 3,634,210 $ 83,073 29,521,810 $ 480,631 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Operating Lease, Lease Income | The following table presents amounts included in Revenue from related party transactions in the Condensed Consolidated Statement of Operations related to lessor activity (in thousands): Nine months ended September 30, 2022 2021 Lease income from operating leases $ 25 $ 18 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents | The following represents a reconciliation of cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows as of September 30, 2022 and December 31, 2021 (in thousands). As of September 30, 2022 December 31, 2021 Cash and cash equivalents $ 50,370 $ 128,318 Restricted cash (presented within Other current assets) 664 414 Cash, cash equivalents and restricted cash $ 51,034 $ 128,732 the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and December 31, 2020. Year Ended December 31, 2021 2020 Cash and cash equivalents $ 128,318 $ 60,495 Restricted cash (presented within Other current assets) 414 414 Cash, cash equivalents and restricted cash $ 128,732 $ 60,909 |
Customer concentration risk | Customers representing 10% or greater of revenue were as follows for the nine months ended September 30, 2022 and 2021: Nine months ended September 30, 2022 2021 Customer A 24 % 16 % Customer B 10 % — % Customer C 10 % 3 % Customer D 8 % 34 % Customer E 8 % 12 % Customers representing 10% or greater of revenue were as follows for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 as Restated as Restated Customer A 27 % 28 % Customer B 15 % 27 % Customer C 12 % 22 % |
Schedule of error corrections | The effects of the correction of these errors on the relevant financial statement line items is as follows: Year Ended December 31, 2021 As Previously Reported Adjustments as Restated Consolidated Balance Sheet Equity method investments 26,479 (1,727) 24,752 Total assets $ 194,738 $ (1,727) $ 193,011 Accumulated deficit (378,162) (1,727) (379,889) Total shareholders’ deficit $ (353,190) $ (1,727) $ (354,917) Total liabilities, contingently redeemable preferred equity, and shareholders' deficit $ 194,738 $ (1,727) $ 193,011 Year Ended December 31, 2020 As Previously Reported Adjustments as Restated Consolidated Balance Sheet Contract assets 6,064 122 6,186 Total current assets 76,467 122 76,589 Equity method investments 24,023 (806) 23,217 Total assets $ 119,664 $ (684) $ 118,980 Other accrued liabilities 2,775 122 2,897 Total current liabilities $ 15,082 $ 122 $ 15,204 Total liabilities $ 35,666 $ 122 $ 35,788 Accumulated deficit (332,394) (806) (333,200) Total shareholders’ deficit $ (310,410) $ (806) $ (311,216) Total liabilities, contingently redeemable preferred equity, and shareholders' deficit $ 119,664 $ (684) $ 118,980 Year Ended December 31, 2021 As Previously Reported Adjustments as Restated Consolidated Statement of Operations and Comprehensive Loss Revenue from contracts with customers 18,993 (122) 18,871 Revenue from related party transactions 3,915 (662) 3,253 Total revenue $ 26,245 $ (784) $ 25,461 Cost of revenue from contracts with customers (exclusive of depreciation shown below) (13,289) 122 (13,167) Total cost and operating expenses $ (76,602) $ 122 $ (76,480) Loss from operations $ (50,357) $ (662) $ (51,019) Loss before income taxes $ (47,972) $ (662) $ (48,634) Gain from equity method investees, net 2,204 (259) 1,945 Net loss $ (45,768) $ (921) $ (46,689) Net loss allocated to common shareholders $ (82,526) $ (921) $ (83,447) Comprehensive loss $ (45,673) $ (921) $ (46,594) Net loss per share - basic and diluted $ (42.12) $ (0.47) $ (42.59) Year Ended December 31, 2020 As Previously Reported Adjustments as Restated Consolidated Statement of Operations and Comprehensive Loss Revenue from contracts with customers 12,865 122 12,987 Revenue from related party transactions 4,752 (549) 4,203 Total revenue $ 18,780 $ (427) $ 18,353 Cost of revenue from contracts with customers (exclusive of depreciation shown below) (8,063) (122) (8,185) Total cost and operating expenses $ (57,932) $ (122) $ (58,054) Loss from operations $ (39,152) $ (549) $ (39,701) Loss before income taxes $ (39,331) $ (549) $ (39,880) Gain from equity method investees, net 2,424 (257) 2,167 Net loss $ (36,907) $ (806) $ (37,713) Net loss allocated to common shareholders $ (68,198) $ (806) $ (69,004) Comprehensive loss $ (36,282) $ (806) $ (37,088) Net loss per share - basic and diluted $ (41.84) $ (0.50) $ (42.34) Year Ended December 31, 2021 As Previously Reported Adjustments as Restated Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) Accumulated deficit - Balance at December 31, 2020 $ (332,394) $ (806) $ (333,200) Total shareholders’ deficit – balance at December 31, 2020 $ (310,410) $ (806) $ (311,216) Net loss (45,768) (921) (46,689) Accumulated deficit - balance at December 31, 2021 (378,162) (1,727) (379,889) Total shareholders’ deficit – balance at December 31, 2021 $ (353,190) $ (1,727) $ (354,917) Year ended December 31, 2020 As Previously Reported Adjustments as Restated Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) Accumulated deficit - Balance at December 31, 2019 $ (295,487) $ — $ (295,487) Total shareholders’ deficit – balance at December 31, 2019 $ (276,592) $ — $ (276,592) Net loss (36,907) (806) (37,713) Accumulated deficit - balance at December 31, 2020 (332,394) (806) (333,200) Total shareholders’ deficit – balance at December 31, 2020 $ (310,410) $ (806) $ (311,216) Year Ended December 31, 2021 As Previously Reported Adjustments as Restated Consolidated Statement of Cash Flows Net loss $ (45,768) $ (921) $ (46,689) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash recognition of licensing revenue (2,684) 662 $ (2,022) Gain from equity method investees, net (2,204) 259 $ (1,945) Changes in operating assets and liabilities: Contract assets (5,636) 122 (5,514) Accounts payable and accrued salaries and wages 1,378 (122) 1,256 Net cash used in operating activities $ (42,591) $ — $ (42,591) Year Ended December 31, 2020 As Previously Reported Adjustments as Restated Consolidated Statement of Cash Flows Net loss $ (36,907) $ (806) $ (37,713) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash recognition of licensing revenue (1,567) 549 $ (1,018) Gain from equity method investees, net (2,424) 257 $ (2,167) Changes in operating assets and liabilities: Contract assets (5,483) (122) (5,605) Accounts payable and accrued salaries and wages 568 122 690 Net cash used in operating activities $ (39,271) $ — $ (39,271) Year Ended December 31, 2021 As Previously Reported as Restated Gain on dilution $ 181 $ 503 |
Net Loss Per Share (Tables)_2
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss per Share | For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 995,636 $ 248,909 $ 332,524 $ 136,573 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 9,130,435 3,750,000 Basic and diluted net income per common share $ 0.07 $ 0.07 $ 0.04 $ 0.04 For the Nine Months Ended For the Period from January 28, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 844,868 $ 211,217 $ 223,297 $ 244,231 Denominator: Basic and diluted weighted average common shares outstanding 15,000,000 3,750,000 3,428,571 3,750,000 Basic and diluted net income per common share $ 0.06 $ 0.06 $ 0.07 $ 0.07 For the period from January 28, 2021 Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 25,974 $ 20,764 Denominator: Basic and diluted weighted average common shares outstanding 4,690,909 3,750,000 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 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): Nine months ended September 30, 2022 2021 Numerator: Net loss for basic and diluted earnings per common share $ (54,974) $ (30,591) Unpaid cumulative dividends on preferred stock (28,925) (27,068) Net loss allocated to common shareholders $ (83,899) $ (57,659) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 2,108,472 1,909,635 Net loss per common share, basic and diluted (1) $ (39.79) $ (30.19) __________________ (1) In periods in which the Company reports a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts): Year Ended December 31, 2021 2020 as Restated as Restated Numerator: Net loss for basic and diluted earnings per common share $ (46,689) $ (37,713) Unpaid cumulative dividends on preferred stock (36,758) (31,291) Net loss allocated to common shareholders $ (83,447) $ (69,004) Denominator: Weighted-average shares used in calculating net loss per share, basic and diluted 1,959,165 1,629,821 Net loss per common share, basic and diluted (1) $ (42.59) $ (42.34) __________________ (1) In periods in which the Company reports a net loss, all stock-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of September 30, 2022 and 2021, potential shares of common stock not included in the computation of loss per share because their effect would be antidilutive include the following: Nine months ended September 30, 2022 2021 Redeemable convertible preferred stock (if converted) 29,521,810 29,521,810 Options 3,790,978 3,540,570 RSAs 579,660 579,660 Warrants 225,223 225,223 Total 34,117,671 33,867,263 As of December 31, 2021 and 2020, potential shares of common stock not included in the computation of earnings per share because their effect would be antidilutive include the following: Year Ended December 31, 2021 2020 Redeemable convertible preferred stock (if converted) 29,521,810 25,729,542 Options 3,848,420 4,283,200 RSAs 579,660 324,680 Warrants 225,223 383,281 Total 34,175,113 30,720,703 |
Revenues (Tables)_2
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated revenue | The following table presents disaggregated revenue in the following categories (in thousands): Nine months ended September 30, 2022 2021 Contract Types: Joint development agreements $ 4,018 $ 10,660 Other contract research 4,100 1,393 Research and development revenue 8,118 12,053 Licensing 1,620 1,518 CarbonSmart 3,413 — Engineering and other services 12,630 4,756 Carbon capture and transformation revenue 17,663 6,274 Total Revenue $ 25,781 $ 18,327 The following table presents disaggregation of the Company’s revenues by customer location for the nine months ended September 30, 2022 and 2021 (in thousands): Nine months ended September 30, 2022 2021 North America $ 12,361 $ 12,725 Europe, Middle East, Africa (EMEA) 7,894 5,210 Asia 4,151 242 Australia 1,375 150 Total Revenue $ 25,781 $ 18,327 The following table presents disaggregated revenue in the following categories (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated Contract Types: Joint development agreements $ 11,700 $ 6,928 Other contract research $ 2,197 1,982 Research and development revenue $ 13,897 8,910 Licensing $ 2,025 1,018 Engineering and other services $ 9,539 8,425 Carbon capture and transformation revenue $ 11,564 9,443 Total Revenue $ 25,461 $ 18,353 The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated North America $ 15,825 $ 15,732 Europe 7,522 2,117 Asia 1,477 504 Australia 637 — Total Revenue $ 25,461 $ 18,353 |
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 January 1, 2022 as Restated $ 11,700 $ 3,476 $ 13,901 Additions to unbilled accounts receivable 19,355 — — Increases due to cash received — 775 37 Unbilled accounts receivable recognized in trade receivables (16,085) — — Decrease on revaluation on currency (122) — (804) Reclassification from non-current to current contract liabilities — 2,015 (2,015) Reclassification to revenue as a result of performance obligations satisfied — (3,298) — Balance as of September 30, 2022 $ 14,848 $ 2,968 $ 11,119 The following table provides changes in contract assets and liabilities during the year ended December 31, 2021. Current Contract Assets Current Contract Liabilities Non-current Contract Liabilities Balance as of December 31, 2020 as Restated $ 6,186 $ 5,480 $ 11,291 Additions to unbilled accounts receivable as Restated 8,516 — — Increases due to cash received — 20 5,690 Unbilled accounts receivable recognized in trade receivables as Restated (3,002) — — Reclassification from long-term to short-term — 3,080 (3,080) Reclassification to revenue as a result of performance obligations satisfied — (5,104) — Balance as of December 31, 2021 $ 11,700 $ 3,476 $ 13,901 |
Remaining performance obligations | Remaining performance obligations consisted of the following (in thousands): As of September 30, 2022 December 31, 2021 Current $ 2,968 $ 3,476 Non-current 11,119 13,901 Total $ 14,087 $ 17,377 Remaining performance obligations consisted of the following (in thousands): Year Ended December 31, 2021 2020 Current $ 3,476 $ 5,480 Non-current 13,901 11,291 Total $ 17,377 $ 16,771 |
Investments (Tables)_2
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | The Company’s investments consisted of the following (in thousands): Year Ended December 31, 2021 2020 Category Balance Sheet Location as Restated as Restated Equity method investments: Investment in LanzaJet Equity method investments $ 12,433 $ 13,651 Investment in SGLT Equity method investments 12,319 9,566 Total Investment $ 24,752 $ 23,217 The following table presents summarized aggregated financial information of the equity method investments: Year Ended December 31, 2021 2020 as Restated as Restated Selected Statement of Operations Information: Revenues $ 40,244 $ 26,120 Gross profit (5,703) (5,510) Net loss (9,695) (9,729) Net loss attributable to the Company (1,606) (1,644) Year Ended December 31, 2021 2020 as Restated as Restated Selected Balance Sheet Information: Current assets $ 56,204 $ 55,188 Non-current assets 270,454 133,794 Current liabilities 64,499 33,540 Non-current liabilities 58,802 21,674 Year Ended December 31, 2021 2020 as Restated as Restated Sales $ 3,253 $ 4,203 Accounts receivable 1,071 3,257 Purchases and open accounts payable 2,575 — |
Fair Value (Tables)_2
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,969,468 $ — $ — Liabilities: Derivative liabilities – public warrants $ 1,050,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 493,280 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in trust account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – public warrants $ 3,825,000 $ — $ — Derivative liabilities – private placement warrants $ — $ — $ 1,785,000 The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account $ 150,006,015 $ — $ — Liabilities: Derivative liabilities – Public Warrants $ 3,825,000 $ — $ — Derivative liabilities – Private Placement Warrants $ — $ — $ 1,785,000 The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurement as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 519 — — $ 519 Liabilities: Warrants $ — $ — $ 1,572 $ 1,572 SAFE warrant — — 2,022 2,022 SAFE liability — — 27,221 27,221 Total liabilities $ — $ — $ 30,815 $ 30,815 Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 $ 1,729 SAFE liability — — 28,271 $ 28,271 Total Liabilities $ — $ — $ 31,145 $ 31,145 The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2021 and 2020 (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 1,145 $ 1,145 SAFE warrant — — 1,729 1,729 SAFE liability — — 28,271 28,271 Total liabilities $ — $ — $ 31,145 $ 31,145 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 516 $ — $ — $ 516 Liabilities: Warrants $ — $ — $ 582 $ 582 |
Summary of quantitative information regarding Level 3 fair value measurement inputs | As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Volatility 5.8 % 9.6 % Stock price $ 9.79 $ 9.66 Remaining term (years) 5.19 5.75 Risk-free rate 3.97 % 1.32 % The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Volatility 9.6 % 11.3 % Stock price $ 9.66 $ 9.66 Remaining term (yrs) 5.75 6.51 Risk-free rate 1.32 % 0.99 % The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Stock price $ 15.03 $ 13.77 Weighted average exercise price 17.31 17.32 Term (in years) 2.3 2.8 Expected volatility 76.9 % 70.6 % Risk-free interest rate 2.9 % 0.8 % Expected dividend yield — % — % Significant inputs for Level 3 SAFE liability fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Time to conversion (in years) 0.3 1.0 Liquidity price 100 % 90 % Discount rate 26.0 % 26.0 % Significant inputs for Level 3 SAFE warrant fair value measurement at September 30, 2022 are as follows: Near Term Long-Term Key assumptions: Probability weighting 41 % 59 % Remaining life (in years) 5.0 5.0 Volatility 75 % 75 % Interest rate 4.06 % 4.06 % Time to conversion (in years) 0.3 1.0 Risk-free interest rate 3.33 % 4.05 % Dividend yield — % — % The following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2021 and 2020: 2021 2020 Stock price $ 13.77 $ 4.68 Weighted average exercise price 17.32 18.39 Term (in years) 2.8 2.8 Expected volatility 70.6 % 88.9 % Risk-free interest rate 0.8 % 0.4 % Expected dividend yield — % — % Significant inputs for Level 3 SAFE liability fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Time to conversion (in years) 0.5 1.0 Liquidity price 100 % 90 % Discount rate 17.1 % 17.1 % Significant inputs for Level 3 SAFE warrant fair value measurement at December 31, 2021 are as follows: Near Term Long-Term Key assumptions: Probability weighting 25 % 75 % Remaining life (in years) 5.0 5.0 Volatility 60 % 60 % Interest rate 1.26 % 1.26 % Time to conversion (in years) 0.5 1.0 Risk-free interest rate 0.19 % 0.39 % Dividend yield — % — % |
Summary of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs | Derivative warrant liabilities at December 31, 2021 $ 1,785,000 Change in fair value of derivative liabilities 245,000 Derivative warrant liabilities at March 31, 2022 2,030,000 Change in fair value of derivative liabilities (1,085,000) Derivative warrant liabilities at June 30, 2022 945,000 Change in fair value of derivative liabilities (451,720) Derivative warrant liabilities at September 30, 2022 $ 493,280 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 28, 2021 (inception) $ — Issuance of Public and Private Warrants 7,515,000 Transfer of Public Warrants to Level 1 (5,100,000) Change in fair value of derivative liabilities (630,000) Derivative warrant liabilities at December 31, 2021 $ 1,785,000 The following tables represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2022 $ 1,145 $ 28,271 $ 1,729 Loss / (gain) recognized in condensed statement of operations and comprehensive loss 427 (1,050) 293 Balance as of September 30, 2022 $ 1,572 $ 27,221 $ 2,022 Warrants SAFE liability SAFE warrant Balance as of January 1, 2021 $ 582 $ — $ — Issuance of SAFE liability and warrant — — — Loss recognized in condensed statement of operations and comprehensive loss 699 — — Balance as of September 30, 2021 $ 1,281 $ — $ — The following table represents a reconciliation of the contingent shares issuance liabilities fair value measurements using the significant unobservable inputs (Level 3) (in thousands): Warrants SAFE liability SAFE warrant Balance as of January 1, 2020 $ 687 $ — $ — Gain recognized in statement of operations and comprehensive loss (105) — — Balance as of December 31, 2020 $ 582 $ — $ — Issuance of SAFE liability and warrant — 28,271 1,729 Loss recognized in statement of operations and comprehensive loss 563 — — Balance as of December 31, 2021 $ 1,145 $ 28,271 $ 1,729 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2021 and 2020 other current assets consisted of the following (in thousands): 2021 2020 Materials and supplies $ 2,900 $ 1,952 Prepaid assets 1,503 1,419 Other 1,376 1,016 $ 5,779 $ 4,387 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | As of December 31, 2021 and 2020, the Company’s property, plant and equipment, net consisted of the following (in thousands): 2021 2020 Land $ 64 $ 64 Leasehold improvements 4,113 4,187 Instruments and equipment 26,627 21,735 Vehicles 71 58 Office Equipment and furniture 1,590 1,347 Other 728 544 Construction in progress 3,328 2,363 $ 36,521 $ 30,298 Less accumulated depreciation $ 22,373 $ 18,689 Total property, plant and equipment, net $ 14,148 $ 11,609 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | As of December 31, 2021 and 2020, the Company’s debt consisted of the following (in thousands): 2021 2020 2016 WTI Loan $ — $ 570 PPP Loan — 3,065 Total debt, net — 3,635 Less amount due within one year — 570 Debt due after one year, net $ — $ 3,065 |
Income Taxes (Tables)_2
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of (loss) income before income taxes and gain from equity method investees, net | The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands): Year Ended December 31, 2021 2020 as Restated as Restated United States $ (39,860) $ 106 New Zealand $ (7,551) $ (40,651) Foreign $ 722 $ 2,832 Total $ (46,689) $ (37,713) |
Income tax provision | For the Period from January 28, 2021 Current Federal $ — State — Deferred Federal (290,181) State Valuation allowance 290,181 Income tax provision $ — The components of income tax expense were as follows (in thousands): Year Ended December 31, 2021 2020 Current: United States $ — $ — New Zealand $ — $ — Foreign $ — $ — Total $ — $ — Deferred: United States — — New Zealand — — Foreign — — Total — — |
Reconciliation of income taxes computed at statutory federal income tax rate | For the Period from January 28, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % Change in fair value of derivative warrant liabilities (855.9) % Offering costs allocated to derivative warrant liabilities 214.0 % Change in valuation allowance 620.9 % Income tax expense 0.0 % 2020, respectively) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages): Year Ended December 31, 2021 2020 as Restated as Restated Income tax (benefit) at the statutory federal income tax rate $ (9,805) 21.0 % $ (10,560) 28.0 % Foreign tax rate differential (605) 1.3 % 1,180 (3.2) % State and local taxes (4,068) 8.7 % (2,429) 6.4 % Effects of impairment — — % 10,281 (27.9) % Foreign exchange differences (143) 0.3 % (5,892) 16.0 % Stock-based compensation 501 (1.1) % 670 (1.8) % Interest income on receivable 882 (1.9) % 2,120 (5.7) % Equity method investment (443) 0.9 % (679) 1.8 % Non-deductible legal costs 1,291 (2.8) % — — % Gain from redomiciliation of intellectual property 4,890 (10.5) % — — % Valuation allowance 7,958 (17.0) % 5,505 (14.1) % PPP loan forgiveness (644) 1.4 % $ — — % Other 186 (0.3) % (196) 0.5 % Total income tax benefit $ — — % $ — — % |
Significant components of deferred tax assets and liabilities | December 31, 2021 Deferred tax assets: Start-up/Organization costs $ 210,307 Net operating loss carryforwards 79,874 Total deferred tax assets 290,181 Valuation allowance (290,181) Deferred tax asset, net of allowance $ — Significant components of deferred tax assets and liabilities as of December 31, 2021 and 2020, were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: as Restated as Restated Net operating loss and credit carryforwards $ 107,979 $ 104,301 Operating lease liability 1,878 2,394 Accrued bonus 981 850 Accrued expenses 1,566 429 Deferred revenue 309 1,018 Equity method investment 1,243 1,031 Other 925 394 $ 114,881 $ 110,417 Valuation allowance (113,276) (108,300) Net deferred tax asset $ 1,605 $ 2,117 Deferred tax liabilities: Operating lease asset (1,429) (1,941) Other (176) (176) Total deferred tax liabilities $ (1,605) $ (2,117) Net deferred income tax assets and liabilities: $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options Activity | Stock option awards outstanding as of September 30, 2022 and changes during the period ended September 30, 2022 were as follows: Shares under option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2022 3,848 $ 6.55 6.16 $ 27,796 Vested and expecting to vest at January 1, 2022 3,848 6.55 6.16 27,796 Exercisable at January 1, 2022 2,479 $ 6.31 4.85 $ 18,499 Exercised (3) 6.75 — — Cancelled/forfeited (38) 9.55 — 188 Expired (1) 6.61 — 4 Outstanding at September 30, 2022 3,806 $ 6.52 5.39 $ 42,032 Vested and expecting to vest at September 30, 2022 3,806 6.52 5.39 42,032 Exercisable at September 30, 2022 2,918 $ 6.30 4.56 $ 32,874 Stock option awards outstanding as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows: Shares under option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2021 4,283 $ 5.12 5.09 $ 2,582 Vested and expecting to vest at January 1, 2021 4,283 5.12 5.09 2,582 Exercisable at January 1, 2021 2,915 $ 5.02 3.47 $ 2,582 Granted 620 9.33 $ — — Exercised (721) 2.36 $ — 1,741 Cancelled/forfeited/expired (334) 2.50 $ — 755 Outstanding at December 31, 2021 3,848 $ 6.55 6.16 $ 27,796 Vested and expecting to vest at December 31, 2021 3,848 6.55 6.16 27,796 Exercisable at December 31, 2021 2,479 $ 6.31 4.85 $ 18,499 |
Schedule Stock Options Valuation Assumptions | The following table summarizes the weighted-average assumptions applied in the Black-Scholes valuation of options for awards subject to expense recognition for the first time in the period, for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Stock price $ 9.33 $ 4.68 Exercise price 9.33 4.68 Expected term (years) 6.1 6.4 Expected volatility 98.0 % 100.6 % Risk-free interest rate 1.09 % 0.56 % Dividend yield — % — % |
Restricted Stock Awards Activity | RSAs as of December 31, 2021 and changes during the year ended December 31, 2021 were as follows: Nonvested Shares (thousands) Weighted Average Fair Value Outstanding at January 1, 2021 325 $ 4.68 Granted 281 4.76 Forfeited (26) 4.68 Outstanding at December 31, 2021 580 $ 4.72 |
Redeemable, Convertible Prefe_4
Redeemable, Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable convertible preferred stock | Gross proceeds $ 150,000,000 Less: Amount allocated to public warrants (5,100,000) Class A common stock issuance costs (13,306,092) Plus: Accretion of carrying value to redemption value 18,406,092 Class A common stock subject to possible redemption, December 31, 2021 150,000,000 Subsequent remeasurement of Class A common stock subject to possible redemption 293,649 Class A common stock subject to possible redemption, September 30, 2022 $ 150,293,649 Gross proceeds from Initial Public Offering $ 150,000,000 Less: Fair value of Public Warrants at issuance (5,100,000) Offering costs allocated to Class A common stock subject to possible redemption (13,306,092) Plus: Accretion on Class A common stock subject to possible redemption amount 18,406,092 Class A common stock subject to possible redemption $ 150,000,000 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2021 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,161,362 19.93 188,402 Series E 5,183,957 5,183,957 22.86 118,076 Series F 3,634,210 3,634,210 22.86 83,073 29,747,033 29,521,810 $ 480,631 Year Ended December 31, 2020 Shares Authorized Shares Issue Price Carrying Series A 4,666,503 4,666,503 $1.75 - 3.94 $ 12,230 Series B 1,733,370 1,733,370 10.38 18,000 Series C 4,254,733 4,142,408 14.69 60,850 Series D 10,274,260 10,003,304 19.93 185,252 Series E 5,183,957 5,183,957 22.86 118,076 26,112,823 25,729,542 $ 394,408 Redeemable convertible preferred stock issued and outstanding as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020, were as follows: Redeemable Convertible Preferred Stock Series A Series B Series C Series D Series E Series F Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2020 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,003,304 $ 185,252 3,149,745 $ 71,606 $ — $ — 23,695,330 $ 347,938 Preferred stock issuance, net of costs — — — — — — — — 2,034,212 46,470 — — 2,034,212 46,470 Balance as of December 31, 2020 4,666,503 12,230 1,733,370 18,000 4,142,408 60,850 10,003,304 185,252 5,183,957 118,076 — — 25,729,542 394,408 Preferred stock issuance, net of costs — — — — — — 158,058 3,150 — — 3,634,210 83,073 3,792,268 86,223 Balance as of December 31, 2021 4,666,503 $ 12,230 1,733,370 $ 18,000 4,142,408 $ 60,850 10,161,362 $ 188,402 5,183,957 $ 118,076 3,634,210 $ 83,073 29,521,810 $ 480,631 |
Leases (Tables)_2
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2021, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands): Year ending December 31, 2022 $ 2,366 2023 2,413 2024 1,039 2025 — 2026 — Thereafter — Total lease payments $ 5,818 Less: Imputed interest 485 Total lease liabilities $ 5,333 |
Assets And Liabilities, Lessee | The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases: Year Ended December 31, 2021 2020 Weighted average remaining lease term (years) 2.4 3.4 Weighted average discount rate 7.5 % 7.5 % |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity | The following future minimum lease payments due to us from the lease agreement at December 31, 2021, is as follows (in thousands) Year ending December 31, 2022 $ 24 2023 24 2024 24 2025 24 2026 24 Thereafter 168 Total lease payments $ 288 |
Description of Organization a_3
Description of Organization and Business Operations (Details) | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Mar. 28, 2022 USD ($) | Mar. 08, 2022 USD ($) $ / shares | Aug. 06, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Nov. 09, 2022 shares | |
Description of Organization and Business Operations | ||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | ||||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Price of warrant | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||||
Sale of private placement warrants (in shares) | shares | 225,223 | 225,223 | 225,223 | 383,281 | ||||
Proceeds received from private placement | $ 30,000,000 | $ 0 | ||||||
Underwriting discount | $ 1,500,000 | |||||||
Deferred underwriting discount | $ 5,250,000 | $ 5,250,000 | 5,250,000 | |||||
Payments for investment of cash in trust account | $ 150,000,000 | |||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | 50 | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | ||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||
Months to complete acquisition | 24 months | 24 months | ||||||
Redemption period upon closure | 10 days | 10 days | ||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | ||||||
Tax obligations | 536,000 | |||||||
Working capital deficit | $ 3,500,000 | $ 100,000 | ||||||
Exercise price of warrant | $ / shares | $ 14.69 | $ 14.69 | $ 19.93 | |||||
Number of shares per warrant | shares | 1 | 1 | 1 | |||||
Funds in Trust Account per public share | $ / shares | $ 10 | $ 10 | $ 10 | |||||
Proceeds held in operating account for working capital purpose | $ 7,000 | $ 300,000 | $ 300,000 | |||||
Minimum | ||||||||
Description of Organization and Business Operations | ||||||||
Exercise price of warrant | $ / shares | $ 14.69 | $ 14.69 | $ 14.69 | |||||
LanzaTech Global | ||||||||
Description of Organization and Business Operations | ||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Consideration consisting of equity interests | $ 1,817,000,000 | |||||||
Price per share | $ / shares | $ 10 | |||||||
Cash held in AMCI's trust account | $ 230,000,000 | |||||||
Exercise price of warrant | $ / shares | $ 10 | |||||||
LanzaTech Global | Minimum | ||||||||
Description of Organization and Business Operations | ||||||||
Net tangible assets | $ 5,000,001 | |||||||
Class A Common stock | ||||||||
Description of Organization and Business Operations | ||||||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Working Capital Loans | ||||||||
Description of Organization and Business Operations | ||||||||
Outstanding balance | $ 0 | $ 0 | $ 0 | |||||
Subsequent Event | ||||||||
Description of Organization and Business Operations | ||||||||
Sale of private placement warrants (in shares) | shares | 316,250 | |||||||
Subsequent Event | LanzaTech Global | ||||||||
Description of Organization and Business Operations | ||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Price per share | $ / shares | 10 | |||||||
Exercise price of warrant | $ / shares | $ 10 | |||||||
Subsequent Event | LanzaTech Global | Minimum | ||||||||
Description of Organization and Business Operations | ||||||||
Net tangible assets | $ 5,000,001 | |||||||
Cash held in AMCI's trust account | $ 230,000,000 | |||||||
IPO [Member] | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units sold | shares | 15,000,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Proceeds received from initial public offering, gross | $ 150,000,000 | |||||||
Transaction Costs | 13,782,542 | |||||||
Value of Class B common stock transferred to Anchor Investors at initial public offering | 6,509,758 | |||||||
Underwriting discount | 1,500,000 | |||||||
Deferred underwriting discount | 5,250,000 | |||||||
Other offering costs | $ 522,784 | |||||||
Price per share | $ / shares | $ 10 | |||||||
Exercise price of warrant | $ / shares | $ 11.50 | |||||||
Number of shares per warrant | shares | 1 | |||||||
Number of shares in a unit | shares | 1 | |||||||
Number of warrants in a unit | shares | 0.5 | |||||||
IPO [Member] | Class A Common stock | ||||||||
Description of Organization and Business Operations | ||||||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | |||||||
Private Placement | ||||||||
Description of Organization and Business Operations | ||||||||
Proceeds held in operating account for working capital purpose | $ 900,000 | |||||||
Private Placement | private placement warrants | ||||||||
Description of Organization and Business Operations | ||||||||
Price of warrant | $ / shares | $ 1 | |||||||
Sale of private placement warrants (in shares) | shares | 3,500,000 | |||||||
Proceeds received from private placement | $ 3,500,000 | |||||||
Restrictions on transfer period of time after business combination completion | 30 days | |||||||
Exercise price of warrant | $ / shares | $ 11.50 | |||||||
Number of shares per warrant | shares | 1 | |||||||
Sponsor | ||||||||
Description of Organization and Business Operations | ||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||||
Working Capital Loan | $ 1,500,000 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Effective tax rate | 0% | 0% | 0% | 0% | 0% | ||||||
Statutory tax rate (as a percent) | 21% | 21% | 21% | 21% | 21% | 21% | 21% | 28% | |||
Common stock subject to possible redemption, outstanding | 29,521,810 | 29,521,810 | 29,521,810 | 29,521,810 | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 | ||
Aggregate purchase of stock | 34,117,671 | 33,867,263 | 34,175,113 | 30,720,703 | |||||||
AMCI ACQUISITION CORP. II | |||||||||||
Effective tax rate | 0% | 0% | 0.88% | 0% | 0% | 0.91% | |||||
Class A Common stock | |||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | |||||||||
Aggregate purchase of stock | 11,000,000 | 11,000,000 | |||||||||
Class A Common stock | AMCI ACQUISITION CORP. II | |||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | |||||||||
Class A Common stock | IPO [Member] | |||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | |||||||||
Class A Common Stock Subject to Redemption | |||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |||||||
Class A Common Stock Subject to Redemption | AMCI ACQUISITION CORP. II | |||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |||||||
Class A Common Stock Subject to Redemption | IPO [Member] | |||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Net Income (Loss) Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Denominator: | ||||||||
Weighted average shares outstanding of common stock, basic (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 | ||||
Weighted average shares outstanding of common stock, diluted (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 | ||||
Basic net income (loss) per common share | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | ||||
Diluted net income (loss) per common share | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | ||||
Class A Common stock | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 995,636 | $ 332,524 | $ 223,297 | $ 844,868 | $ 25,974 | |||
Denominator: | ||||||||
Weighted average shares outstanding of common stock, basic (in shares) | 15,000,000 | 9,130,435 | 3,428,571 | 15,000,000 | 4,690,909 | |||
Weighted average shares outstanding of common stock, diluted (in shares) | 15,000,000 | 9,130,435 | 3,428,571 | 15,000,000 | 4,690,909 | |||
Basic net income (loss) per common share | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 | |||
Diluted net income (loss) per common share | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 | |||
Class B Common Stock | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 248,909 | $ 136,573 | $ 244,231 | $ 211,217 | $ 20,764 | |||
Denominator: | ||||||||
Weighted average shares outstanding of common stock, basic (in shares) | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | |||
Weighted average shares outstanding of common stock, diluted (in shares) | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | |||
Basic net income (loss) per common share | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 | |||
Diluted net income (loss) per common share | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | 11 Months Ended | ||||
Sep. 17, 2021 | Aug. 06, 2021 | Aug. 03, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations | ||||||
Underwriting discount | $ 1,500,000 | |||||
Number of shares per warrant | 1 | 1 | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 14.69 | $ 19.93 | ||||
Class A Common stock | Warrants | ||||||
Description of Organization and Business Operations | ||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | |||||
IPO [Member] | ||||||
Description of Organization and Business Operations | ||||||
Number of units sold | 15,000,000 | |||||
Purchase price, per unit | $ 10 | |||||
Proceeds received from initial public offering, gross | $ 150,000,000 | |||||
Offering costs | 13,800,000 | |||||
Underwriting discount | 1,500,000 | |||||
Value of Class B common stock transferred to Anchor Investors at initial public offering | 6,509,758 | |||||
Other offering costs | $ 522,784 | |||||
Number of shares per warrant | 1 | |||||
Deferred underwriting commissions | $ 5,300,000 | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | |||||
Option to purchase additional units given to investors | 15,480,000 | |||||
Over-allotment option | ||||||
Description of Organization and Business Operations | ||||||
Option vesting period | 45 days | 45 days | 45 days | |||
Option to purchase additional Units | 2,250,000 | 2,250,000 | 2,250,000 | |||
Option to purchase additional units given to investors | 2,250,000 | |||||
Common stock forfeited | 562,500 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 9 Months Ended | 11 Months Ended | |||
May 14, 2021 USD ($) shares | Jan. 29, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Sep. 17, 2021 shares | |
Related Party Transaction [Line Items] | |||||
Number of shares subject to forfeiture | 562,500 | ||||
Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Number of shares subject to forfeiture | 562,500 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares subject to forfeiture | 562,500 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||
Founder Shares | Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Number of shares subject to forfeiture | 562,500 | ||||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Share price | $ / shares | $ 0.005 | ||||
Number of shares surrendered | 718,750 | ||||
Value of shares surrendered | $ | $ 0 | ||||
Aggregate number of shares owned | 4,312,500 | ||||
Number of shares subject to forfeiture | 562,500 | 562,500 | |||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,031,250 | ||||
Share price | $ / shares | $ 0.0001 | ||||
Founder Shares | Anchor Investors | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 780,000 | ||||
Aggregate purchase price | $ | $ 6,500,000 | ||||
Share price | $ / shares | $ 8.35 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Mar. 28, 2022 | Aug. 06, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 29, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Number of warrants to purchase shares issued | 225,223 | 225,223 | 225,223 | 225,223 | 383,281 | |||||
Number of shares per warrant | 1 | 1 | 1 | 1 | ||||||
Price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Exercise price of warrant | $ 14.69 | $ 14.69 | $ 19.93 | |||||||
Aggregate purchase price | $ 30,000,000 | $ 0 | ||||||||
Outstanding working capital loans | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working Capital Loan | $ 1,500,000 | |||||||||
Working capital loans warrant | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price of warrant | $ 1 | $ 1 | $ 1 | $ 1 | ||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||
Working capital loans warrant | Sponsor | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working Capital Loan | $ 1,500,000 | |||||||||
Private Placement Warrants | Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of warrants to purchase shares issued | 3,500,000 | |||||||||
Number of shares per warrant | 1 | |||||||||
Price of warrant | $ 1 | |||||||||
Exercise price of warrant | $ 11.50 | |||||||||
Aggregate purchase price | $ 3,500,000 | |||||||||
Administrative Support Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses per month | 10,000 | 10,000 | ||||||||
Related party fees | 30,000 | $ 20,000 | 596,000 | 0 | ||||||
Amount incurred | $ 20,000 | 90,000 | 50,000 | |||||||
Due to related party | $ 90,000 | $ 90,000 | $ 50,000 | $ 50,000 | ||||||
Related Party Loans | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 9 Months Ended | 11 Months Ended | |||
Sep. 29, 2022 USD ($) | Aug. 03, 2021 shares | Sep. 30, 2022 USD ($) item | Sep. 30, 2022 USD ($) item shares | Dec. 31, 2021 USD ($) item shares | Sep. 17, 2021 shares | |
Description of Organization and Business Operations | ||||||
Maximum Number Of Demands For Registration Of Securities | item | 3 | 3 | 3 | |||
Underwriting Discount Percentage | 1% | 1% | ||||
Underwriting discount | $ 1,500,000 | $ 1,500,000 | ||||
Deferred underwriting discount | 5,250,000 | $ 5,250,000 | $ 5,250,000 | |||
Deferred underwriting fee percentage | 3.50% | 3.50% | ||||
Number of shares subject to forfeiture | shares | 562,500 | |||||
Commissions waiver as reduction to additional paid-in capital | $ 4,900,000 | $ 4,900,000 | ||||
Evercore Group, L.L.C. | ||||||
Description of Organization and Business Operations | ||||||
Aggregate fees received | $ 13,050,000 | |||||
Evercore Group, L.L.C. | Coplacement Agent | ||||||
Description of Organization and Business Operations | ||||||
Aggregate fees received | $ 500,000 | |||||
Evercore Group, L.L.C. | Financial Advisory | ||||||
Description of Organization and Business Operations | ||||||
Aggregate fees received | 7,500,000 | |||||
Over-allotment option | ||||||
Description of Organization and Business Operations | ||||||
Option vesting period | 45 days | 45 days | 45 days | |||
Option to purchase additional Units | shares | 2,250,000 | 2,250,000 | 2,250,000 | |||
Number of shares subject to forfeiture | shares | 562,500 | |||||
Deferred Underwriting Fees | Evercore Group, L.L.C. | ||||||
Description of Organization and Business Operations | ||||||
Aggregate fees received | $ 5,050,000 |
Class A Common Stock Subject _5
Class A Common Stock Subject to Possible Redemption (Details) | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) shares | |
Temporary Equity [Line Items] | ||||||
Common shares, shares authorized (in shares) | shares | 36,326,815 | 36,326,815 | 36,326,815 | 36,326,815 | ||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock subject to possible redemption, outstanding | shares | 29,521,810 | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 |
Plus: | ||||||
Class A common stock subject to possible redemption | $ 480,631,000 | $ 480,631,000 | $ 480,631,000 | $ 480,631,000 | $ 394,408,000 | $ 347,938,000 |
Class A Common stock | ||||||
Temporary Equity [Line Items] | ||||||
Common shares, shares authorized (in shares) | shares | 280,000,000 | 280,000,000 | 280,000,000 | |||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of votes per common stock | vote | 1 | |||||
Common stock subject to possible redemption, outstanding | shares | 15,000,000 | 15,000,000 | ||||
Gross proceeds from Initial Public Offering | $ 150,000,000 | |||||
Less: | ||||||
Amount allocated to public warrants | (5,100,000) | |||||
Class A common stock issuance costs | (13,306,092) | |||||
Plus: | ||||||
Accretion of carrying value to redemption value | 18,406,092 | |||||
Class A common stock subject to possible redemption | $ 150,000,000 | $ 150,000,000 | ||||
Class A Common Stock Subject to Redemption | ||||||
Temporary Equity [Line Items] | ||||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock subject to possible redemption, outstanding | shares | 15,000,000 | 15,000,000 | 15,000,000 | |||
Gross proceeds from Initial Public Offering | $ 150,000,000 | |||||
Less: | ||||||
Amount allocated to public warrants | (5,100,000) | |||||
Class A common stock issuance costs | (13,306,092) | |||||
Plus: | ||||||
Accretion of carrying value to redemption value | 18,406,092 | |||||
Subsequent remeasurement of Class A common stock subject to possible redemption | $ 293,649 | |||||
Class A common stock subject to possible redemption | $ 150,293,649 | $ 150,000,000 | $ 150,000,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Common Stock Shares (Details) | 9 Months Ended | 11 Months Ended | |||
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2021 shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 shares | |
Stockholders' Equity (Deficit) | |||||
Common shares, shares authorized (in shares) | 36,326,815 | 36,326,815 | 36,326,815 | ||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 2,110,346 | 2,106,934 | 1,656,415 | ||
Common shares, shares outstanding (in shares) | 2,110,346 | 2,106,934 | 1,656,415 | ||
Common stock subject to possible redemption, issued | 29,521,810 | 29,521,810 | 25,729,542 | ||
Common stock subject to possible redemption, outstanding | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 |
Class A Common stock | |||||
Stockholders' Equity (Deficit) | |||||
Common shares, shares authorized (in shares) | 280,000,000 | 280,000,000 | |||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock subject to possible redemption, outstanding | 15,000,000 | ||||
Class A Common Stock Subject to Redemption | |||||
Stockholders' Equity (Deficit) | |||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | ||||
Common stock subject to possible redemption, issued | 15,000,000 | 15,000,000 | |||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | |||
Class B Common Stock | |||||
Stockholders' Equity (Deficit) | |||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 3,750,000 | 3,750,000 | |||
Common shares, shares outstanding (in shares) | 3,750,000 | 3,750,000 | |||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | 1 | |||
Ratio to be applied to the stock in the conversion | 20 | 20 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
Number of shares per warrant | 1 | 1 |
Price of warrant | $ 11.50 | $ 11.50 |
Threshold period days after the completion of the initial Business Combination for exercise of warrants | 30 days | 30 days |
Public Warrants expiration term | 5 years | |
public warrants | ||
Warrants | ||
Number of warrants outstanding | 7,500,000 | 7,500,000 |
Period for filling registration statement after business combination | 15 days | 15 days |
Period of time after which warrant holder may do cashless exercise | 60 days | 60 days |
private placement warrants | ||
Warrants | ||
Number of warrants outstanding | 3,500,000 | 3,500,000 |
Warrants Additional Information
Warrants Additional Information (Details) - $ / shares | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
Public Warrants expiration term | 5 years | |
public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Warrants | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 |
Redemption period | 30 days | 30 days |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | 115% |
public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Warrants | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 |
Redemption period | 30 days | 30 days |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | 180% |
public warrants | Class A Common stock | ||
Warrants | ||
Share price | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60% | 60% |
Threshold consecutive trading days for redemption of public warrants | 20 days |
Fair Value Measurements - Compa
Fair Value Measurements - Company's financial assets and liabilities that are measured at fair value (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities: | ||||||||
Change in fair value of derivative warrant liabilities | $ 427,000 | $ 699,000 | $ 563,000 | $ (105,000) | ||||
AMCI ACQUISITION CORP. II | ||||||||
Liabilities: | ||||||||
Change in fair value of derivative warrant liabilities | $ (1,426,720) | $ (1,382,900) | $ (1,382,900) | $ (4,066,720) | $ (1,905,000) | |||
public warrants | ||||||||
Liabilities: | ||||||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | ||||
Fair Value, Recurring | Level 1 | ||||||||
Assets: | ||||||||
Investments held in trust account | $ 150,969,468 | $ 150,969,468 | $ 150,006,015 | $ 150,006,015 | ||||
Fair Value, Recurring | Level 1 | public warrants | ||||||||
Liabilities: | ||||||||
Derivative liabilities | 1,050,000 | 1,050,000 | 3,825,000 | 3,825,000 | ||||
Fair Value, Recurring | Level 3 | private placement warrants | ||||||||
Liabilities: | ||||||||
Derivative liabilities | $ 493,280 | $ 493,280 | $ 1,785,000 | $ 1,785,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 fair value measurements (Details) | Sep. 30, 2022 Y $ / shares item | Dec. 31, 2021 $ / shares | Dec. 31, 2021 item | Dec. 31, 2021 Y | Dec. 31, 2021 | Aug. 06, 2021 Y $ / shares | Dec. 31, 2020 $ / shares |
Weighted average exercise price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 17.31 | 17.32 | 18.39 | ||||
Weighted average exercise price | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 11.50 | 11.50 | 11.50 | ||||
Expected volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 0.769 | 0.706 | 0.889 | ||||
Expected volatility | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 0.058 | 0.096 | 0.096 | 0.113 | |||
Stock price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 15.03 | 13.77 | 4.68 | ||||
Stock price | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 9.79 | 9.66 | 9.66 | ||||
Term | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 2.3 | 2.8 | 2.8 | ||||
Term | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | Y | 5.19 | 5.75 | 6.51 | ||||
Risk-free interest rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 0.029 | 0.008 | 0.004 | ||||
Risk-free interest rate | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 0.0397 | 0.0132 | 0.0132 | 0.0099 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | (Gain) loss on change in fair value of SAFE and warrant liabilities | (Gain) loss on change in fair value of SAFE and warrant liabilities | (Gain) loss on change in fair value of SAFE and warrant liabilities | ||
Derivative Financial Instruments, Liabilities [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Derivative warrant liabilities at the beginning | $ 945,000 | $ 2,030,000 | $ 1,785,000 | $ 1,785,000 | |
Change in fair value of derivative liabilities | (451,720) | (1,085,000) | 245,000 | $ (630,000) | |
Derivative warrant liabilities at the end | $ 493,280 | $ 945,000 | $ 2,030,000 | $ 493,280 | $ 1,785,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Class A Common stock - Subscription Agreements | Oct. 18, 2022 $ / shares shares |
Subsequent Event [Line Items] | |
Number of shares issued | shares | 5,500,000 |
Purchase price, per unit | $ / shares | $ 10 |
Description of Organization a_4
Description of Organization and Business Operations (Details) | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Mar. 28, 2022 USD ($) | Mar. 08, 2022 USD ($) $ / shares | Aug. 06, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Nov. 09, 2022 shares | |
Description of Organization and Business Operations | ||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | ||||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Price of warrant | $ / shares | $ 11.50 | 11.50 | 11.50 | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 14.69 | $ 14.69 | $ 19.93 | |||||
Sale of private placement warrants (in shares) | shares | 225,223 | 225,223 | 225,223 | 383,281 | ||||
Proceeds received from private placement | $ 30,000,000 | $ 0 | ||||||
Underwriting discount | $ 1,500,000 | |||||||
Deferred underwriting discount | $ 5,250,000 | $ 5,250,000 | 5,250,000 | |||||
Payments for investment of cash in trust account | $ 150,000,000 | |||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | 50 | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | ||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||
Months to complete acquisition | 24 months | 24 months | ||||||
Redemption period upon closure | 10 days | 10 days | ||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | ||||||
Tax obligations | 536,000 | |||||||
Working capital deficit | $ 3,500,000 | $ 100,000 | ||||||
Exercise price of warrant | $ / shares | $ 14.69 | $ 14.69 | $ 19.93 | |||||
Number of shares per warrant | shares | 1 | 1 | 1 | |||||
Funds in Trust Account per public share | $ / shares | $ 10 | $ 10 | $ 10 | |||||
Proceeds held in operating account for working capital purpose | $ 7,000 | $ 300,000 | $ 300,000 | |||||
Minimum | ||||||||
Description of Organization and Business Operations | ||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 14.69 | $ 14.69 | $ 14.69 | |||||
Exercise price of warrant | $ / shares | 14.69 | 14.69 | 14.69 | |||||
LanzaTech Global | ||||||||
Description of Organization and Business Operations | ||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 10 | |||||||
Consideration consisting of equity interests | $ 1,817,000,000 | |||||||
Price per share | $ / shares | $ 10 | |||||||
Cash held in AMCI's trust account | $ 230,000,000 | |||||||
Exercise price of warrant | $ / shares | $ 10 | |||||||
LanzaTech Global | Minimum | ||||||||
Description of Organization and Business Operations | ||||||||
Net tangible assets | $ 5,000,001 | |||||||
Class A Common stock | ||||||||
Description of Organization and Business Operations | ||||||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Working Capital Loans | ||||||||
Description of Organization and Business Operations | ||||||||
Outstanding balance | $ 0 | $ 0 | $ 0 | |||||
Subsequent Event | ||||||||
Description of Organization and Business Operations | ||||||||
Sale of private placement warrants (in shares) | shares | 316,250 | |||||||
Subsequent Event | LanzaTech Global | ||||||||
Description of Organization and Business Operations | ||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | 10 | |||||||
Price per share | $ / shares | 10 | |||||||
Exercise price of warrant | $ / shares | $ 10 | |||||||
Subsequent Event | LanzaTech Global | Minimum | ||||||||
Description of Organization and Business Operations | ||||||||
Net tangible assets | $ 5,000,001 | |||||||
Cash held in AMCI's trust account | $ 230,000,000 | |||||||
IPO [Member] | ||||||||
Description of Organization and Business Operations | ||||||||
Number of units sold | shares | 15,000,000 | |||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | |||||||
Proceeds received from initial public offering, gross | $ 150,000,000 | |||||||
Transaction Costs | 13,782,542 | |||||||
Value of Class B common stock transferred to Anchor Investors at initial public offering | 6,509,758 | |||||||
Underwriting discount | 1,500,000 | |||||||
Deferred underwriting discount | 5,250,000 | |||||||
Other offering costs | $ 522,784 | |||||||
Price per share | $ / shares | $ 10 | |||||||
Exercise price of warrant | $ / shares | $ 11.50 | |||||||
Number of shares per warrant | shares | 1 | |||||||
Number of shares in a unit | shares | 1 | |||||||
Number of warrants in a unit | shares | 0.5 | |||||||
IPO [Member] | Class A Common stock | ||||||||
Description of Organization and Business Operations | ||||||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | |||||||
Private Placement | ||||||||
Description of Organization and Business Operations | ||||||||
Proceeds held in operating account for working capital purpose | $ 900,000 | |||||||
Private Placement | Private Placement Warrants | ||||||||
Description of Organization and Business Operations | ||||||||
Price of warrant | $ / shares | $ 1 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | |||||||
Sale of private placement warrants (in shares) | shares | 3,500,000 | |||||||
Proceeds received from private placement | $ 3,500,000 | |||||||
Restrictions on transfer period of time after business combination completion | 30 days | |||||||
Exercise price of warrant | $ / shares | $ 11.50 | |||||||
Number of shares per warrant | shares | 1 | |||||||
Sponsor | ||||||||
Description of Organization and Business Operations | ||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||||
Working Capital Loan | $ 1,500,000 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jan. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Effective tax rate | 0% | 0% | 0% | 0% | 0% | |||||
Statutory tax rate (as a percent) | 21% | 21% | 21% | 21% | 21% | 21% | 21% | 28% | ||
Common stock subject to possible redemption, outstanding | 29,521,810 | 29,521,810 | 29,521,810 | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 | ||
Aggregate purchase of stock | 34,117,671 | 33,867,263 | 34,175,113 | 30,720,703 | ||||||
Class A Common stock | ||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | ||||||||
Aggregate purchase of stock | 11,000,000 | 11,000,000 | ||||||||
Class A Common stock | IPO [Member] | ||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | ||||||||
Class A Common Stock Subject to Redemption | ||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | ||||||
Class A Common Stock Subject to Redemption | IPO [Member] | ||||||||||
Common stock subject to possible redemption, outstanding | 15,000,000 | 15,000,000 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Net Income (Loss) Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Denominator: | ||||||||
Weighted-average number of common shares outstanding - basic (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 | ||||
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 | ||||
Net loss per common share - basic (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | ||||
Net loss per common share - diluted (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | ||||
Class A Common stock | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ 995,636 | $ 332,524 | $ 223,297 | $ 844,868 | $ 25,974 | |||
Denominator: | ||||||||
Weighted-average number of common shares outstanding - basic (in shares) | 15,000,000 | 9,130,435 | 3,428,571 | 15,000,000 | 4,690,909 | |||
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 15,000,000 | 9,130,435 | 3,428,571 | 15,000,000 | 4,690,909 | |||
Net loss per common share - basic (usd per share) | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 | |||
Net loss per common share - diluted (usd per share) | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 | |||
Class B Common Stock | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ 248,909 | $ 136,573 | $ 244,231 | $ 211,217 | $ 20,764 | |||
Denominator: | ||||||||
Weighted-average number of common shares outstanding - basic (in shares) | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | |||
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | 3,750,000 | |||
Net loss per common share - basic (usd per share) | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 | |||
Net loss per common share - diluted (usd per share) | $ 0.07 | $ 0.04 | $ 0.07 | $ 0.06 | $ 0.01 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - USD ($) | 9 Months Ended | 11 Months Ended | ||||
Sep. 17, 2021 | Aug. 06, 2021 | Aug. 03, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations | ||||||
Underwriting discount | $ 1,500,000 | |||||
Number of shares per warrant | 1 | 1 | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 14.69 | $ 19.93 | ||||
Class A Common stock | Warrants | ||||||
Description of Organization and Business Operations | ||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | |||||
IPO [Member] | ||||||
Description of Organization and Business Operations | ||||||
Number of units sold | 15,000,000 | |||||
Purchase price, per unit | $ 10 | |||||
Proceeds received from initial public offering, gross | $ 150,000,000 | |||||
Offering costs | 13,800,000 | |||||
Underwriting discount | 1,500,000 | |||||
Value of Class B common stock transferred to Anchor Investors at initial public offering | 6,509,758 | |||||
Other offering costs | 522,784 | |||||
Deferred underwriting commissions | $ 5,300,000 | |||||
Number of shares per warrant | 1 | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | |||||
Option to purchase additional units given to investors | 15,480,000 | |||||
Over-allotment option | ||||||
Description of Organization and Business Operations | ||||||
Option vesting period | 45 days | 45 days | 45 days | |||
Option to purchase additional Units | 2,250,000 | 2,250,000 | 2,250,000 | |||
Option to purchase additional units given to investors | 2,250,000 | |||||
Common stock forfeited | 562,500 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) | 9 Months Ended | 11 Months Ended | |||
Jan. 29, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Sep. 17, 2021 shares | May 14, 2021 shares | |
Related Party Transaction [Line Items] | |||||
Number of shares subject to forfeiture | 562,500 | ||||
Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares subject to forfeiture | 562,500 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Stock price (usd per share) | $ / shares | $ 0.005 | ||||
Number of shares surrendered | 718,750 | ||||
Aggregate number of shares owned | 4,312,500 | ||||
Number of shares subject to forfeiture | 562,500 | 562,500 | |||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||
Founder Shares | Sponsor | Class B Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,031,250 | ||||
Stock price (usd per share) | $ / shares | $ 0.0001 | ||||
Founder Shares | Anchor Investors | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 780,000 | ||||
Aggregate purchase price | $ | $ 6,500,000 | ||||
Stock price (usd per share) | $ / shares | $ 8.35 |
Related Party Transactions - _3
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Mar. 28, 2022 | Aug. 06, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2022 | Jan. 29, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 225,223 | 225,223 | 225,223 | 225,223 | 383,281 | ||||||
Number of shares per warrant | 1 | 1 | 1 | 1 | |||||||
Price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Exercise price of warrant | $ 14.69 | $ 14.69 | $ 19.93 | ||||||||
Aggregate purchase price | $ 30,000,000 | $ 0 | |||||||||
Outstanding working capital loans | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working Capital Loan | $ 1,500,000 | ||||||||||
Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 316,250 | ||||||||||
Working capital loans warrant | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ 1 | $ 1 | $ 1 | $ 1 | |||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Working capital loans warrant | Sponsor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working Capital Loan | $ 1,500,000 | ||||||||||
Private Placement Warrants | Private Placement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants to purchase shares issued | 3,500,000 | ||||||||||
Number of shares per warrant | 1 | ||||||||||
Price of warrant | $ 1 | ||||||||||
Exercise price of warrant | $ 11.50 | ||||||||||
Aggregate purchase price | $ 3,500,000 | ||||||||||
Administrative Support Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | 10,000 | 10,000 | |||||||||
Related party fees | 30,000 | $ 20,000 | 596,000 | 0 | |||||||
Amount incurred | $ 20,000 | 90,000 | 50,000 | ||||||||
Due to related party | $ 90,000 | $ 90,000 | $ 50,000 | $ 50,000 | |||||||
Related Party Loans | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) | 9 Months Ended | 11 Months Ended | ||
Aug. 03, 2021 shares | Sep. 30, 2022 USD ($) item shares | Dec. 31, 2021 USD ($) item shares | Sep. 17, 2021 shares | |
Description of Organization and Business Operations | ||||
Maximum Number Of Demands For Registration Of Securities | item | 3 | 3 | ||
Number of shares subject to forfeiture | 562,500 | |||
Underwriting Discount Percentage | 1% | 1% | ||
Underwriter cash discount | $ | $ 1,500,000 | |||
Deferred underwriting fee percentage | 3.50% | 3.50% | ||
Deferred underwriting discount | $ | $ 5,250,000 | $ 5,250,000 | ||
Over-allotment option | ||||
Description of Organization and Business Operations | ||||
Option vesting period | 45 days | 45 days | 45 days | |
Option to purchase additional Units | 2,250,000 | 2,250,000 | 2,250,000 | |
Number of shares subject to forfeiture | 562,500 |
Class A Common Stock Subject _6
Class A Common Stock Subject to Possible Redemption (Details) | 11 Months Ended | ||||
Dec. 31, 2021 USD ($) vote $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) shares | |
Temporary Equity [Line Items] | |||||
Common stock subject to possible redemption, shares authorized | shares | 29,747,033 | 29,747,033 | 26,112,823 | ||
Common stock subject to possible redemption, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock subject to possible redemption, outstanding | shares | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 |
Plus: | |||||
Class A common stock subject to possible redemption | $ 480,631,000 | $ 480,631,000 | $ 480,631,000 | $ 394,408,000 | $ 347,938,000 |
Class A Common stock | |||||
Temporary Equity [Line Items] | |||||
Common stock subject to possible redemption, shares authorized | shares | 280,000,000 | ||||
Common stock subject to possible redemption, par value | $ / shares | $ 0.0001 | ||||
Number of votes per common stock subject to possible redemption | vote | 1 | ||||
Common stock subject to possible redemption, outstanding | shares | 15,000,000 | ||||
Gross proceeds from Initial Public Offering | $ 150,000,000 | ||||
Less: | |||||
Fair value of Public Warrants at issuance | (5,100,000) | ||||
Offering costs allocated to Class A common stock subject to possible redemption | (13,306,092) | ||||
Plus: | |||||
Accretion of carrying value to redemption value | 18,406,092 | ||||
Class A common stock subject to possible redemption | $ 150,000,000 |
Stockholders' Deficit - Preferr
Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock Shares (Details) | 9 Months Ended | 11 Months Ended | |||
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2021 shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 shares | |
Stockholders' Equity (Deficit) | |||||
Common shares, shares authorized (in shares) | 36,326,815 | 36,326,815 | 36,326,815 | ||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued (in shares) | 2,110,346 | 2,106,934 | 1,656,415 | ||
Common shares, shares outstanding (in shares) | 2,110,346 | 2,106,934 | 1,656,415 | ||
Temporary equity, shares outstanding (in shares) | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 |
Temporary equity, shares issued (in shares) | 29,521,810 | 29,521,810 | 25,729,542 | ||
Class A Common stock | |||||
Stockholders' Equity (Deficit) | |||||
Common shares, shares authorized (in shares) | 280,000,000 | 280,000,000 | |||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares outstanding (in shares) | 15,000,000 | ||||
Class A Common Stock Subject to Redemption | |||||
Stockholders' Equity (Deficit) | |||||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | ||||
Temporary equity, shares outstanding (in shares) | 15,000,000 | 15,000,000 | |||
Temporary equity, shares issued (in shares) | 15,000,000 | 15,000,000 | |||
Class B Common Stock | |||||
Stockholders' Equity (Deficit) | |||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Common shares, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 3,750,000 | 3,750,000 | |||
Common shares, shares outstanding (in shares) | 3,750,000 | 3,750,000 | |||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | 1 | |||
Ratio to be applied to the stock in the conversion | 20 | 20 |
Warrants (Details)_2
Warrants (Details) - $ / shares | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
Public Warrants expiration term | 5 years | |
public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Warrants | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | 115% |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 |
Redemption period | 30 days | 30 days |
public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Warrants | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | $ 10 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Threshold trading days for redemption of public warrants | 20 days | 20 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | 180% |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 |
Redemption period | 30 days | 30 days |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 D $ / shares shares | |
Warrants | ||
Number of shares per warrant | shares | 1 | 1 |
Price of warrant | $ 11.50 | $ 11.50 |
Threshold period days after the completion of the initial Business Combination for exercise of warrants | 30 days | 30 days |
Threshold period for filling registration statement after business combination | 5 years | |
public warrants | ||
Warrants | ||
Number of warrants outstanding | shares | 7,500,000 | 7,500,000 |
Period for filling registration statement after business combination | 15 days | 15 days |
Period of time after which warrant holder may do cashless exercise | 60 days | 60 days |
public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Warrants | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | 115% |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 |
public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Warrants | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | 180% |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | $ 10 |
public warrants | Class A Common stock | ||
Warrants | ||
Stock price (usd per share) | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60% | 60% |
Threshold consecutive trading days for redemption of public warrants | D | 20 | |
Private Placement Warrants | ||
Warrants | ||
Number of warrants outstanding | shares | 3,500,000 | 3,500,000 |
Fair Value Measurements - Com_2
Fair Value Measurements - Company's financial assets and liabilities that are measured at fair value (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
public warrants | ||
Liabilities: | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Investments held in Trust Account | $ 150,969,468 | $ 150,006,015 |
Fair Value, Recurring | Level 1 | public warrants | ||
Liabilities: | ||
Derivative liabilities | 1,050,000 | 3,825,000 |
Fair Value, Recurring | Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Derivative liabilities | $ 493,280 | $ 1,785,000 |
Fair Value Measurements - Lev_2
Fair Value Measurements - Level 3 fair value measurements (Details) | Sep. 30, 2022 Y $ / shares item | Dec. 31, 2021 $ / shares | Dec. 31, 2021 item | Dec. 31, 2021 Y | Dec. 31, 2021 | Aug. 06, 2021 Y $ / shares | Dec. 31, 2020 $ / shares |
Weighted average exercise price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 17.31 | 17.32 | 18.39 | ||||
Weighted average exercise price | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 11.50 | 11.50 | 11.50 | ||||
Expected volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 0.769 | 0.706 | 0.889 | ||||
Expected volatility | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 0.058 | 0.096 | 0.096 | 0.113 | |||
Stock price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 15.03 | 13.77 | 4.68 | ||||
Stock price | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 9.79 | 9.66 | 9.66 | ||||
Term | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 2.3 | 2.8 | 2.8 | ||||
Term | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | Y | 5.19 | 5.75 | 6.51 | ||||
Risk-free interest rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 0.029 | 0.008 | 0.004 | ||||
Risk-free interest rate | AMCI ACQUISITION CORP. II | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, measurement input | 0.0397 | 0.0132 | 0.0132 | 0.0099 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in the fair value of the derivative warrant liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | (Gain) loss on change in fair value of SAFE and warrant liabilities | (Gain) loss on change in fair value of SAFE and warrant liabilities | (Gain) loss on change in fair value of SAFE and warrant liabilities | ||
Derivative Financial Instruments, Liabilities [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Derivative warrant liabilities at the beginning | $ 945,000 | $ 2,030,000 | $ 1,785,000 | $ 1,785,000 | |
Issuance of SAFE liability and warrant | $ 7,515,000 | ||||
Transfer of Public Warrants to Level 1 | (5,100,000) | ||||
Change in fair value of derivative liabilities | (451,720) | (1,085,000) | 245,000 | (630,000) | |
Derivative warrant liabilities at the end | $ 493,280 | $ 945,000 | $ 2,030,000 | $ 493,280 | $ 1,785,000 |
Income Taxes - Income tax provi
Income Taxes - Income tax provision (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||||
Federal | $ 0 | ||||
State | 0 | ||||
Deferred: | |||||
Federal | (290,181) | ||||
State. | |||||
Valuation allowance | 290,181 | $ 7,958,000 | $ 5,505,000 | ||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Deferred Tax Assets [Abstract] | |||
Net operating loss carryforward | $ 107,979,000 | $ 107,979,000 | $ 104,301,000 |
Deferred tax assets, gross | 114,881,000 | 114,881,000 | 110,417,000 |
Valuation allowance | (113,276,000) | (113,276,000) | (108,300,000) |
Unrecognized tax position | 0 | 0 | |
Accrued interest and penalties | 0 | 0 | $ 0 |
AMCI ACQUISITION CORP. II | |||
Components of Deferred Tax Assets [Abstract] | |||
Start-up/Organization costs | 210,307 | 210,307 | |
Net operating loss carryforward | 79,874 | 79,874 | |
Deferred tax assets, gross | 290,181 | 290,181 | |
Valuation allowance | (290,181) | (290,181) | |
Domestic | AMCI ACQUISITION CORP. II | |||
Components of Deferred Tax Assets [Abstract] | |||
Net operating loss carryforward | $ 380,351 | $ 380,351 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the statutory federal income tax rate (benefit) (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||||||
Change in valuation allowance | $ 290,181 | $ 7,958,000 | $ 5,505,000 | ||||||
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Statutory federal income tax rate (in percent) | 21% | 21% | 21% | 21% | 21% | 21% | 21% | 28% | |
Change in fair value of derivative warrant liabilities (in percent) | (855.90%) | ||||||||
Offering costs allocated to derivative warrant liabilities (in percent) | 214% | (0.30%) | 0.50% | ||||||
Change in valuation allowance (in percent) | 620.90% | (17.00%) | (14.10%) | ||||||
Effective tax rate | 0% | 0% | 0% | 0% | 0% | ||||
Valuation allowance | $ 113,276,000 | $ 113,276,000 | $ 108,300,000 |
Subsequent Events (Details)_2
Subsequent Events (Details) - USD ($) | Sep. 30, 2022 | Mar. 08, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Aggregate consideration | $ 1,800,000,000 | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 14.69 | $ 19.93 | ||
Minimum | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 14.69 | $ 14.69 | ||
LanzaTech Global | ||||
Subsequent Event [Line Items] | ||||
Purchase price, per unit | $ 10 | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 10 | |||
Cash held in AMCI's trust account | $ 230,000,000 | |||
LanzaTech Global | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate consideration | $ 1,817,000,000 | |||
Purchase price, per unit | $ 10 | |||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 10 | |||
LanzaTech Global | Minimum | ||||
Subsequent Event [Line Items] | ||||
Net tangible assets | $ 5,000,001 | |||
LanzaTech Global | Minimum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Net tangible assets | 5,000,001 | |||
Cash held in AMCI's trust account | $ 230,000,000 |
Description of the Business (De
Description of the Business (Details) - USD ($) | Mar. 08, 2022 | Dec. 07, 2022 |
Schedule of Reverse Capitalization [Line Items] | ||
Purchase price | $ 1,800,000,000 | |
Minimum closing cash condition | $ 250,000,000 | |
Subsequent Event | ||
Schedule of Reverse Capitalization [Line Items] | ||
Minimum closing cash condition | $ 230,000,000 | |
Sale of stock price (usd per share) | $ 10 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Going Concern and Segment Information (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 50,370 | $ 128,318 | $ 60,495 | |
Accumulated deficit | (434,863) | (379,889) | (333,200) | |
Net cash used in operating activities | (71,336) | $ (26,718) | (42,591) | (39,271) |
Net income (loss) | $ (54,974) | $ (30,591) | $ (46,689) | $ (37,713) |
Number of operating segments | segment | 1 | 1 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 50,370 | $ 128,318 | $ 60,495 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 50,370 | $ 128,318 | $ 60,495 | ||
Restricted cash (presented within Other current assets) | 664 | 414 | 414 | ||
Cash, cash equivalents and restricted cash | $ 51,034 | $ 128,732 | $ 115,700 | $ 60,909 | $ 62,117 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 1,051 | $ 1,235 | $ 1,325 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark | Geographic Concentration Risk | Non-US | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 61% | 65% | 38% | 14% |
Revenue Benchmark | Customer Concentration Risk | Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 24% | 16% | 27% | 28% |
Revenue Benchmark | Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10% | 0% | 15% | 27% |
Revenue Benchmark | Customer Concentration Risk | Customer C | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10% | 3% | 12% | 22% |
Revenue Benchmark | Customer Concentration Risk | Customer D | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 8% | 34% | ||
Revenue Benchmark | Customer Concentration Risk | Customer E | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 8% | 12% | ||
Accounts Receivable | Geographic Concentration Risk | Non-US | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 35% | 35% | 27% | |
Accounts Receivable | Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 49% | |||
Accounts Receivable | Customer Concentration Risk | Customer D | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 15% |
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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss for basic and diluted earnings per common share | $ (54,974) | $ (30,591) | $ (46,689) | $ (37,713) |
Unpaid cumulative dividends on preferred stock | (28,925) | (27,068) | (36,758) | (31,291) |
Net loss allocated to common shareholders | $ (83,899) | $ (57,659) | $ (83,447) | $ (69,004) |
Denominator: | ||||
Weighted-average shares used in calculating net loss per share, basic and diluted (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 |
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 |
Net loss per common share - basic (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) |
Net loss per common share - diluted (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) |
LanzaTech 10Q Net Loss Per Shar
LanzaTech 10Q Net Loss Per Share - Antidilutive Shares (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 shares | Sep. 30, 2021 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 34,117,671 | 33,867,263 | 34,175,113 | 30,720,703 |
Conversion ratio | 1 | 1 | ||
Liquidity price of SAFE and SAFE warrants | 100% | 100% | ||
Liquidity price of SAFE and SAFE warrants, condition one | 90% | 90% | ||
Redeemable convertible preferred stock (if converted) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 3,790,978 | 3,540,570 | 3,848,420 | 4,283,200 |
RSAs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 579,660 | 579,660 | 579,660 | 324,680 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 225,223 | 225,223 | 225,223 | 383,281 |
Revenues - Disaggregated Revenu
Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 25,781 | $ 18,327 | $ 25,461 | $ 18,353 |
Research and development | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 8,118 | 12,053 | 13,897 | 8,910 |
Joint development agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,018 | 10,660 | 11,700 | 6,928 |
Other contract research | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,100 | 1,393 | 2,197 | 1,982 |
Carbon capture and transformation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,663 | 6,274 | 11,564 | 9,443 |
Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,620 | 1,518 | 2,025 | 1,018 |
CarbonSmart | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,413 | 0 | ||
Engineering and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 12,630 | $ 4,756 | $ 9,539 | $ 8,425 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from collaborative arrangements | $ 1,733 | $ 2,662 | $ 3,337 | $ 1,163 |
Revenue from related party transactions | 2,116 | 2,348 | 3,253 | 4,203 |
Billed accounts receivable, net of allowance | 11,588 | $ 2,878 | $ 5,521 | |
Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from related party transactions | 1,620 | 1,518 | ||
Engineering and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from related party transactions | $ 496 | $ 830 |
Revenues - Disaggregation by Cu
Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 25,781 | $ 18,327 | $ 25,461 | $ 18,353 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,361 | 12,725 | 15,825 | 15,732 |
Europe, Middle East, Africa (EMEA) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,894 | 5,210 | ||
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,151 | 242 | 1,477 | 504 |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,375 | $ 150 | $ 637 | $ 0 |
Revenues - Contract Balances (D
Revenues - Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Current Contract Assets | ||
Beginning balance | $ 11,700 | $ 6,186 |
Additions to unbilled accounts receivable | 19,355 | 8,516 |
Unbilled accounts receivable recognized in trade receivables | (16,085) | (3,002) |
Decrease on revaluation on currency | (122) | |
Ending balance | 14,848 | 11,700 |
Current Contract Liabilities | ||
Beginning balance | 3,476 | 5,480 |
Increases due to cash received | 775 | 20 |
Reclassification from non-current to current contract liabilities | 2,015 | 3,080 |
Reclassification to revenue as a result of performance obligations satisfied | (3,298) | (5,104) |
Ending balance | 2,968 | 3,476 |
Non-current Contract Liabilities | ||
Beginning balance | 13,901 | 11,291 |
Increases due to cash received | 37 | 5,690 |
Decrease on revaluation on currency | (804) | |
Reclassification from non-current to current contract liabilities | (2,015) | (3,080) |
Ending balance | $ 11,119 | $ 13,901 |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Current | $ 2,968 | $ 3,476 | $ 5,480 |
Non-current | 11,119 | 13,901 | 11,291 |
Total | $ 14,087 | $ 17,377 | $ 16,771 |
Investments - Schedule of Inves
Investments - Schedule of Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Investments [Line Items] | |||
Equity Method Investments | $ 11,047 | $ 24,752 | $ 23,217 |
Equity Security Investment in SGLT | 14,990 | ||
Total Investment | $ 26,037 | 24,752 | |
SGLT | |||
Investments [Line Items] | |||
Equity Method Investments | 12,319 | 9,566 | |
LanzaJet | |||
Investments [Line Items] | |||
Equity Method Investments | $ 12,433 | $ 13,651 |
Investments - Narrative (Detail
Investments - Narrative (Details) ¥ in Thousands | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 29, 2022 USD ($) | May 13, 2020 USD ($) | Sep. 28, 2011 USD ($) | Sep. 28, 2011 CNY (¥) | Apr. 04, 2021 USD ($) invesstment_round shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Investments [Line Items] | |||||||||
Revenue from contracts with customers | $ (18,871,000) | $ (12,987,000) | |||||||
Number of rounds of investments | invesstment_round | 2 | ||||||||
Gain on dilution | 503,000 | ||||||||
Transfer from foreign currency translation to equity security investment | $ 928,000 | ||||||||
Impairment on equity method investments | 0 | 0 | |||||||
Dividends from equity investments | 0 | 0 | 0 | ||||||
LanzaJet | |||||||||
Investments [Line Items] | |||||||||
Contribution of intellectual property | $ 15,000,000 | ||||||||
Ownership percentage | 37.50% | 25% | |||||||
Revenue from contracts with customers | (1,620,000) | $ (1,516,000) | (2,025,000) | (1,018,000) | |||||
Deferred revenue | $ 8,734,000 | $ 10,746,000 | 13,433,000 | ||||||
Profit amortization period | 15 years | 15 years | |||||||
Gain on dilution | $ 503,000 | ||||||||
Contingent right to receive additional interest | shares | 45,000,000 | ||||||||
Equity method investments cost | $ 0 | ||||||||
Carrying value less than proportionate share of book value | $ 3,600,000 | $ 3,100,000 | 3,800,000 | ||||||
LanzaJet | Intra-entity | |||||||||
Investments [Line Items] | |||||||||
Revenue from contracts with customers | 395,000 | 497,000 | $ (662,000) | $ (549,000) | |||||
SGLT | |||||||||
Investments [Line Items] | |||||||||
Contribution of intellectual property | $ 4,000,000 | ¥ 25,800 | |||||||
Ownership percentage | 9.31% | 30% | 30% | 10.01% | 11.14% | ||||
Gain on dilution | $ 3,368,000 | $ 3,014,000 | $ 3,048,000 | $ 3,811,000 | |||||
Equity securities loss | $ 76,000 |
Fair Value - Financial Assets a
Fair Value - Financial Assets and Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | ||||
Warrants | $ 2,022,000 | $ 1,729,000 | $ 0 | $ 107,000 |
SAFE liability | 27,221,000 | 28,271,000 | 0 | |
Fair Value, Recurring | ||||
Assets: | ||||
Cash equivalents | 519,000 | 516,000 | 516,000 | |
Liabilities: | ||||
Warrants | 1,145,000 | 582,000 | ||
SAFE liability | 27,221,000 | 28,271,000 | ||
Total Liabilities | 30,815,000 | 31,145,000 | ||
Fair Value, Recurring | Warrants | ||||
Liabilities: | ||||
Warrants | 1,572,000 | |||
Fair Value, Recurring | SAFE warrant | ||||
Liabilities: | ||||
Warrants | 2,022,000 | 1,729,000 | ||
Fair Value, Recurring | Level 1 | ||||
Assets: | ||||
Cash equivalents | 519,000 | 516,000 | 516,000 | |
Liabilities: | ||||
Warrants | 0 | 0 | ||
SAFE liability | 0 | 0 | ||
Total Liabilities | 0 | 0 | ||
Fair Value, Recurring | Level 1 | Warrants | ||||
Liabilities: | ||||
Warrants | 0 | |||
Fair Value, Recurring | Level 1 | SAFE warrant | ||||
Liabilities: | ||||
Warrants | 0 | 0 | ||
Fair Value, Recurring | Level 2 | ||||
Assets: | ||||
Cash equivalents | 0 | 0 | 0 | |
Liabilities: | ||||
Warrants | 0 | 0 | ||
SAFE liability | 0 | 0 | ||
Total Liabilities | 0 | 0 | ||
Fair Value, Recurring | Level 2 | Warrants | ||||
Liabilities: | ||||
Warrants | 0 | |||
Fair Value, Recurring | Level 2 | SAFE warrant | ||||
Liabilities: | ||||
Warrants | 0 | 0 | ||
Fair Value, Recurring | Level 3 | ||||
Assets: | ||||
Cash equivalents | 0 | 0 | 0 | |
Liabilities: | ||||
Warrants | 1,145,000 | $ 582,000 | ||
SAFE liability | 27,221,000 | 28,271,000 | ||
Total Liabilities | 30,815,000 | 31,145,000 | ||
Fair Value, Recurring | Level 3 | Warrants | ||||
Liabilities: | ||||
Warrants | 1,572,000 | |||
Fair Value, Recurring | Level 3 | SAFE warrant | ||||
Liabilities: | ||||
Warrants | $ 2,022,000 | $ 1,729,000 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number of warrants to purchase shares issued | 225,223 | 225,223 | 383,281 | ||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 14.69 | $ 19.93 | |||
(Gain) loss on change in fair value of SAFE and warrant liabilities | $ 427,000 | $ 699,000 | $ 563,000 | $ (105,000) | |
SAFE liability | 27,221,000 | 28,271,000 | 0 | ||
Warrants | $ 2,022,000 | $ 1,729,000 | $ 0 | $ 107,000 | |
Minimum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 14.69 | $ 14.69 | |||
Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 19.93 | $ 19.93 |
Fair Value - Level 3 Fair Value
Fair Value - Level 3 Fair Value Measurements (Details) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares |
Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 15.03 | 13.77 | 4.68 |
Weighted average exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 17.31 | 17.32 | 18.39 |
Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 2.3 | 2.8 | 2.8 |
Term | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 5 | 5 | |
Term | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 5 | 5 | |
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.769 | 0.706 | 0.889 |
Expected volatility | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.75 | 0.60 | |
Expected volatility | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.75 | 0.60 | |
Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.029 | 0.008 | 0.004 |
Risk-free interest rate | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0333 | 0.0019 | |
Risk-free interest rate | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0405 | 0.0039 | |
Probability weighting | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
SAFE liability, measurement input | 0.41 | ||
Probability weighting | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
SAFE liability, measurement input | 0.59 | ||
Probability weighting | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.41 | 0.25 | |
Probability weighting | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.59 | 0.75 | |
Interest rate | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0406 | 0.0126 | |
Interest rate | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0406 | 0.0126 | |
Time to conversion | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
SAFE liability, measurement input | 0.3 | ||
Time to conversion | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
SAFE liability, measurement input | 1 | ||
Time to conversion | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.3 | 0.5 | |
Time to conversion | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 1 | 1 | |
Liquidity price | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
SAFE liability, measurement input | 1 | ||
Liquidity price | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
SAFE liability, measurement input | 0.90 | ||
Discount rate | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
SAFE liability, measurement input | 0.260 | ||
Discount rate | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
SAFE liability, measurement input | 0.260 | ||
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | 0 | 0 |
Expected dividend yield | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | 0 | |
Expected dividend yield | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | 0 |
Fair Value - Change in Fair Val
Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative warrant liabilities at the beginning | $ 1,145 | $ 582 | $ 582 | $ 687 |
Issuance of SAFE liability and warrant | 0 | 0 | ||
Change in fair value of derivative liabilities | 427 | 699 | 563 | (105) |
Derivative warrant liabilities at the end | 1,572 | 1,281 | 1,145 | 582 |
SAFE Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative warrant liabilities at the beginning | 28,271 | 0 | 0 | 0 |
Issuance of SAFE liability and warrant | 0 | 28,271 | ||
Change in fair value of derivative liabilities | (1,050) | 0 | 0 | 0 |
Derivative warrant liabilities at the end | 27,221 | 0 | 28,271 | 0 |
SAFE warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative warrant liabilities at the beginning | 1,729 | 0 | 0 | 0 |
Issuance of SAFE liability and warrant | 0 | 1,729 | ||
Change in fair value of derivative liabilities | 293 | 0 | 0 | 0 |
Derivative warrant liabilities at the end | $ 2,022 | $ 0 | $ 1,729 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||||
Foreign earnings repatriated | $ 0 | $ 0 | $ 0 | $ 0 | |
Deferred income tax | 0 | 0 | 0 | 0 | |
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0% | 0% | 0% | 0% | 0% |
Foreign | New Zealand | |||||
Income Taxes [Line Items] | |||||
Effective tax rate | 28% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) scheme $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of share based stock schemes | scheme | 5 | |||
Compensation expense | $ 2,067,000 | $ 1,790,000 | $ 2,531,000 | $ 2,392,000 |
Unrecognized compensation costs | $ 3,835,000 | $ 6,120,000 | ||
Options | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized cost, recognition period | 2 years 3 months 7 days | 2 years 8 months 12 days | ||
RSAs | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Award requisite service period | 3 years | 3 years | ||
Compensation expense | $ 0 | $ 0 | $ 0 | $ 0 |
Unrecognized cost, recognition period | 10 years | 10 years | ||
Unvested shares outstanding (in shares) | shares | 579,660 | 580,000 | 325,000 | |
Unvested shares weighted average fair value (usd per share) | $ / shares | $ 4.72 | $ 4.72 | $ 4.68 | |
Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Award requisite service period | 2 years | 2 years | ||
Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Award requisite service period | 5 years |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares under option (thousands) | |||
Beginning balance (in shares) | 3,848 | 4,283 | |
Exercised (in shares) | (3) | (620) | |
Cancelled/forfeited (in shares) | (38) | (721) | |
Expired (in shares) | (1) | (334) | |
Ending balance (in shares) | 3,806 | 3,848 | 4,283 |
Vested and expected to vest (in shares) | 3,806 | 3,848 | 4,283 |
Exercisable (in shares) | 2,918 | 2,479 | 2,915 |
Weighted average exercise price | |||
Beginning balance (usd per share) | $ 6.55 | $ 5.12 | |
Exercised (usd per share) | 6.75 | 9.33 | |
Cancelled/forfeited (usd per share) | 9.55 | 2.36 | |
Expired (usd per share) | 6.61 | 2.50 | |
Ending balance (usd per share) | 6.52 | 6.55 | $ 5.12 |
Vested and expecting to vest (usd per share) | 6.52 | 6.55 | 5.12 |
Exercisable (usd per share) | $ 6.30 | $ 6.31 | $ 5.02 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |||
Outstanding, Weighted average remaining contractual term | 5 years 4 months 20 days | 6 years 1 month 28 days | 5 years 1 month 2 days |
Vested and expecting, Weighted average remaining contractual term | 5 years 4 months 20 days | 6 years 1 month 28 days | 5 years 1 month 2 days |
Exercisable, Weighted average remaining contractual term | 4 years 6 months 21 days | 4 years 10 months 6 days | 3 years 5 months 19 days |
Outstanding, Aggregate intrinsic value | $ 42,032 | $ 27,796 | $ 2,582 |
Vested and expecting to vest, Aggregate intrinsic value | 42,032 | 27,796 | 2,582 |
Exercisable, Aggregate intrinsic value | 32,874 | 18,499 | $ 2,582 |
Exercised, Aggregate intrinsic value | 0 | 0 | |
Cancelled/forfeited, Aggregate intrinsic value | 188 | 1,741 | |
Expired, Aggregate intrinsic value | $ 4 | $ 755 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 31, 2020 USD ($) renewal_option | |
Related Party Transaction [Line Items] | |||||
Investments | $ 26,037 | $ 24,752 | |||
Revenues | 2,116 | $ 2,348 | 3,253 | $ 4,203 | |
Lease income receivable | 288 | ||||
Related Party Transition Services Agreement | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 148 | 355 | 495 | 285 | |
Related Party Investment Agreement | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 170 | 403 | 428 | 2,740 | |
Related Party Lease Agreement | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Lease term | 10 years | ||||
Lease number of renewal terms | renewal_option | 5 | ||||
Lease renewal term | 1 year | ||||
Lease income receivable | $ 24 | ||||
Related Party Supply Agreement | |||||
Related Party Transaction [Line Items] | |||||
Related party fees | 1,223 | 242 | |||
Related Party Supply Agreement | Equity Method Investee | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 151 | 69 | 282 | 156 | |
Related party fees | $ 893 | $ 1,171 | $ 1,223 | $ 242 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||||
Revenues | $ 2,116 | $ 2,348 | $ 3,253 | $ 4,203 |
Related Party Transaction [Line Items] | ||||
Accounts receivable | 1,071 | 3,257 | ||
Contract assets | 14,848 | 11,700 | 6,186 | |
Equity Method Investee | Transactions with Equity Method Investees | ||||
Related Party Transactions [Abstract] | ||||
Revenues | 3,253 | 4,203 | ||
Related Party Transaction [Line Items] | ||||
Accounts receivable | 1,509 | 1,071 | 3,257 | |
Contract assets | 73 | 60 | ||
Purchases and open accounts payable | $ 1,863 | $ 2,575 | $ 0 |
Redeemable, Convertible Prefe_5
Redeemable, Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 29,747,033 | 29,747,033 | 26,112,823 | |||
Shares issued (in shares) | 29,521,810 | 29,521,810 | 25,729,542 | |||
Shares outstanding (in shares) | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 | |
Carrying Amount | $ 480,631 | $ 480,631 | $ 480,631 | $ 394,408 | $ 347,938 | |
Dividend rate | 8% | |||||
Exercise of warrants (in shares) | 158,058 | |||||
Exercise of warrants | $ 3,150 | |||||
Series A | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 4,666,503 | 4,666,503 | 4,666,503 | |||
Shares issued (in shares) | 4,666,503 | 4,666,503 | 4,666,503 | |||
Shares outstanding (in shares) | 4,666,503 | 4,666,503 | 4,666,503 | 4,666,503 | ||
Carrying Amount | $ 12,230 | $ 12,230 | $ 12,230 | $ 12,230 | ||
Series A | Minimum | ||||||
Temporary Equity [Line Items] | ||||||
Issue price (in dollars per share) | $ 1.75 | $ 1.75 | $ 1.75 | |||
Series A | Maximum | ||||||
Temporary Equity [Line Items] | ||||||
Issue price (in dollars per share) | $ 3.94 | $ 3.94 | $ 3.94 | |||
Series B | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 1,733,370 | 1,733,370 | 1,733,370 | |||
Shares issued (in shares) | 1,733,370 | 1,733,370 | 1,733,370 | |||
Shares outstanding (in shares) | 1,733,370 | 1,733,370 | 1,733,370 | 1,733,370 | ||
Issue price (in dollars per share) | $ 10.38 | $ 10.38 | $ 10.38 | |||
Carrying Amount | $ 18,000 | $ 18,000 | $ 18,000 | $ 18,000 | ||
Series C | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 4,254,733 | 4,254,733 | 4,254,733 | |||
Shares issued (in shares) | 4,142,408 | 4,142,408 | 4,142,408 | |||
Shares outstanding (in shares) | 4,142,408 | 4,142,408 | 4,142,408 | 4,142,408 | ||
Issue price (in dollars per share) | $ 14.69 | $ 14.69 | $ 14.69 | |||
Carrying Amount | $ 60,850 | $ 60,850 | $ 60,850 | $ 60,850 | ||
Series D | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 10,274,260 | 10,274,260 | 10,274,260 | |||
Shares issued (in shares) | 10,161,362 | 10,161,362 | 10,003,304 | |||
Shares outstanding (in shares) | 10,161,362 | 10,161,362 | 10,003,304 | 10,003,304 | ||
Issue price (in dollars per share) | $ 19.93 | $ 19.93 | $ 19.93 | |||
Carrying Amount | $ 188,402 | $ 188,402 | $ 185,252 | $ 185,252 | ||
Exercise of warrants (in shares) | 158,058 | |||||
Exercise of warrants | $ 3,150 | |||||
Series E | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 5,183,957 | 5,183,957 | 5,183,957 | |||
Shares issued (in shares) | 5,183,957 | 5,183,957 | 5,183,957 | |||
Shares outstanding (in shares) | 5,183,957 | 5,183,957 | 5,183,957 | 3,149,745 | ||
Issue price (in dollars per share) | $ 22.86 | $ 22.86 | $ 22.86 | |||
Carrying Amount | $ 118,076 | $ 118,076 | $ 118,076 | $ 71,606 | ||
Series F | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 3,634,210 | 3,634,210 | ||||
Shares issued (in shares) | 3,634,210 | 3,634,210 | ||||
Shares outstanding (in shares) | 3,634,210 | 3,634,210 | 0 | 0 | ||
Issue price (in dollars per share) | $ 22.86 | $ 22.86 | ||||
Carrying Amount | $ 83,073 | $ 83,073 | $ 0 | $ 0 |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Estimate of possible loss | $ 0 | $ 0 |
Leases (Details)
Leases (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2020 renewal_option | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Leases [Abstract] | |||||
Term of contract | 10 years | ||||
Number of renewal options | renewal_option | 5 | ||||
Renewal term | 1 year | ||||
Related Party Transaction [Line Items] | |||||
Lease income from operating leases | $ 24 | $ 14 | |||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Lease income from operating leases | $ 25 | $ 18 |
Subsequent Events (Details)_2_3
Subsequent Events (Details) - USD ($) | Oct. 02, 2022 | Dec. 07, 2022 | Nov. 09, 2022 | Sep. 30, 2022 | Mar. 08, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Number of warrants to purchase shares issued | 225,223 | 225,223 | 383,281 | ||||
Minimum closing cash condition | $ 250,000,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Required equity funding | $ 500,000,000 | ||||||
Initial purchase amount | 50,000,000 | ||||||
Required equity funding for qualifying projects | 50,000,000 | ||||||
Required equity funding for qualifying projects, remaining amount reduction | $ 5,000,000 | ||||||
Notes receivable, commitment to purchase | $ 5,500,000 | ||||||
Number of warrants to purchase shares issued | 316,250 | ||||||
Minimum closing cash condition | $ 230,000,000 | ||||||
Sale of stock price (usd per share) | $ 10 | ||||||
Subsequent Event | LanzaJet Freedom Pines Fuels LLC | |||||||
Subsequent Event [Line Items] | |||||||
Notes receivable, aggregate principal amount | $ 147,000,000 | ||||||
Subsequent Event | Senior Secured Notes Receivable | LanzaJet Freedom Pines Fuels LLC | |||||||
Subsequent Event [Line Items] | |||||||
Notes receivable, aggregate principal amount | $ 113,500,000 | ||||||
Line of credit facility, interest rate | 6% | ||||||
Subsequent Event | Subordinated Secured Notes Receivable | LanzaJet Freedom Pines Fuels LLC | |||||||
Subsequent Event [Line Items] | |||||||
Notes receivable, aggregate principal amount | $ 33,500,000 | ||||||
Line of credit facility, interest rate | 6% | ||||||
Subsequent Event | One Tranche Of Notes | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrants to purchase shares issued | 575 | ||||||
Amount of Notes purchased | $ 10,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Restatement (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 04, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Equity method investments | $ 11,047 | $ 24,752 | $ 23,217 | ||
Accumulated deficit | (434,863) | (379,889) | (333,200) | ||
Gain from equity method investees, net | 2,346 | $ 2,371 | (1,606) | (1,644) | |
Revenue from related party transactions | 2,116 | 2,348 | 3,253 | 4,203 | |
Contract assets | 14,848 | 11,700 | 6,186 | ||
Other accrued liabilities | 8,064 | 7,059 | 2,897 | ||
Revenue from contracts with customers | 18,871 | 12,987 | |||
Consolidated Balance Sheet | |||||
Contract assets | 14,848 | 11,700 | 6,186 | ||
Total current assets | 88,815 | 148,675 | 76,589 | ||
Equity method investments | 11,047 | 24,752 | 23,217 | ||
Total assets | 135,590 | 193,011 | 118,980 | ||
Other accrued liabilities | 8,064 | 7,059 | 2,897 | ||
Total current liabilities | 49,047 | 49,290 | 15,204 | ||
Total liabilities | 62,599 | 67,297 | 35,788 | ||
Accumulated deficit | (434,863) | (379,889) | (333,200) | ||
Total shareholders’ deficit | (407,640) | (339,740) | (354,917) | (311,216) | |
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | 135,590 | 193,011 | 118,980 | ||
Consolidated Statement of Operations and Comprehensive Loss | |||||
Revenue from contracts with customers | 18,871 | 12,987 | |||
Revenues | 2,116 | 2,348 | 3,253 | 4,203 | |
Revenues | 25,781 | 18,327 | 25,461 | 18,353 | |
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | (13,167) | (8,185) | |||
Total cost and operating expenses | (76,480) | (58,054) | |||
Loss from operations | (56,223) | (35,244) | (51,019) | (39,701) | |
Loss before income taxes | (57,320) | (32,962) | (48,634) | (39,880) | |
Gain from equity method investees, net | 2,346 | 2,371 | 1,945 | 2,167 | |
Net income (loss) | (54,974) | (30,591) | (46,689) | (37,713) | |
Net loss allocated to common shareholders | (83,899) | (57,659) | (83,447) | (69,004) | |
Net loss allocated to common shareholders | (83,447) | (69,004) | |||
Comprehensive loss | $ (55,741) | $ (30,620) | $ (46,594) | $ (37,088) | |
Net loss per common share - basic (usd per share) | $ / shares | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | |
Net loss per common share - diluted (usd per share) | $ / shares | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) | |
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) | |||||
Balance at the beginning | $ (354,917) | $ (311,216) | $ (311,216) | $ (276,592) | |
Net loss | (54,974) | (30,591) | (46,689) | (37,713) | |
Balance at the end | (407,640) | (339,740) | (354,917) | (311,216) | |
Consolidated Statement of Cash Flows | |||||
Net loss | (54,974) | (30,591) | (46,689) | (37,713) | |
Non-cash recognition of licensing revenue | (1,620) | (1,516) | (2,022) | (1,018) | |
Gain from equity method investees, net | 2,346 | 2,371 | 1,945 | 2,167 | |
Contract assets | (3,270) | (3,838) | (5,514) | (5,605) | |
Accounts payable and accrued salaries and wages | 463 | 717 | 1,256 | 690 | |
Net cash used in operating activities | (71,336) | (26,718) | (42,591) | (39,271) | |
Gain on dilution | 503 | ||||
LanzaJet | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Equity method investments | 12,433 | 13,651 | |||
Revenue from contracts with customers | 1,620 | 1,516 | 2,025 | 1,018 | |
Consolidated Balance Sheet | |||||
Equity method investments | 12,433 | 13,651 | |||
Consolidated Statement of Operations and Comprehensive Loss | |||||
Revenue from contracts with customers | 1,620 | 1,516 | 2,025 | 1,018 | |
Consolidated Statement of Cash Flows | |||||
Gain on dilution | $ 503 | ||||
Intra-entity | LanzaJet | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenue from contracts with customers | (395) | (497) | 662 | 549 | |
Consolidated Statement of Operations and Comprehensive Loss | |||||
Revenue from contracts with customers | (395) | (497) | 662 | 549 | |
Accumulated Deficit | |||||
Consolidated Balance Sheet | |||||
Total shareholders’ deficit | (434,863) | (363,791) | (379,889) | (333,200) | |
Consolidated Statement of Operations and Comprehensive Loss | |||||
Net income (loss) | (54,974) | (30,591) | (46,689) | (37,713) | |
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) | |||||
Balance at the beginning | (379,889) | (333,200) | (333,200) | (295,487) | |
Net loss | (54,974) | (30,591) | (46,689) | (37,713) | |
Balance at the end | (434,863) | (363,791) | (379,889) | (333,200) | |
Consolidated Statement of Cash Flows | |||||
Net loss | (54,974) | (30,591) | (46,689) | (37,713) | |
Related Party Supply Agreement | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Related party fees | 1,223 | 242 | |||
As Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Equity method investments | 26,479 | 24,023 | |||
Accumulated deficit | (378,162) | (332,394) | |||
Revenue from related party transactions | 3,915 | 4,752 | |||
Contract assets | 6,064 | ||||
Other accrued liabilities | 2,775 | ||||
Revenue from contracts with customers | 18,993 | 12,865 | |||
Consolidated Balance Sheet | |||||
Contract assets | 6,064 | ||||
Total current assets | 76,467 | ||||
Equity method investments | 26,479 | 24,023 | |||
Total assets | 194,738 | 119,664 | |||
Other accrued liabilities | 2,775 | ||||
Total current liabilities | 15,082 | ||||
Total liabilities | 35,666 | ||||
Accumulated deficit | (378,162) | (332,394) | |||
Total shareholders’ deficit | (353,190) | (310,410) | |||
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | 194,738 | 119,664 | |||
Consolidated Statement of Operations and Comprehensive Loss | |||||
Revenue from contracts with customers | 18,993 | 12,865 | |||
Revenues | 3,915 | 4,752 | |||
Revenues | 26,245 | 18,780 | |||
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | (13,289) | (8,063) | |||
Total cost and operating expenses | (76,602) | (57,932) | |||
Loss from operations | (50,357) | (39,152) | |||
Loss before income taxes | (47,972) | (39,331) | |||
Gain from equity method investees, net | 2,204 | 2,424 | |||
Net income (loss) | (45,768) | (36,907) | |||
Net loss allocated to common shareholders | (82,526) | (68,198) | |||
Net loss allocated to common shareholders | (82,526) | (68,198) | |||
Comprehensive loss | $ (45,673) | $ (36,282) | |||
Net loss per common share - basic (usd per share) | $ / shares | $ (42.12) | $ (41.84) | |||
Net loss per common share - diluted (usd per share) | $ / shares | $ (42.12) | $ (41.84) | |||
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) | |||||
Balance at the beginning | (353,190) | (310,410) | $ (310,410) | $ (276,592) | |
Net loss | (45,768) | (36,907) | |||
Balance at the end | (353,190) | (310,410) | |||
Consolidated Statement of Cash Flows | |||||
Net loss | (45,768) | (36,907) | |||
Non-cash recognition of licensing revenue | (2,684) | (1,567) | |||
Gain from equity method investees, net | 2,204 | 2,424 | |||
Contract assets | (5,636) | (5,483) | |||
Accounts payable and accrued salaries and wages | 1,378 | 568 | |||
Net cash used in operating activities | (42,591) | (39,271) | |||
Gain on dilution | 181 | ||||
As Previously Reported | Accumulated Deficit | |||||
Consolidated Balance Sheet | |||||
Total shareholders’ deficit | (378,162) | (332,394) | |||
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) | |||||
Balance at the beginning | (378,162) | (332,394) | (332,394) | (295,487) | |
Balance at the end | (378,162) | (332,394) | |||
Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Equity method investments | (1,727) | (806) | |||
Accumulated deficit | (1,727) | (806) | |||
Revenue from related party transactions | (662) | (549) | |||
Contract assets | 122 | ||||
Other accrued liabilities | 122 | ||||
Revenue from contracts with customers | (122) | 122 | |||
Cost of revenue | 122 | ||||
Consolidated Balance Sheet | |||||
Contract assets | 122 | ||||
Total current assets | 122 | ||||
Equity method investments | (1,727) | (806) | |||
Total assets | (1,727) | (684) | |||
Other accrued liabilities | 122 | ||||
Total current liabilities | 122 | ||||
Total liabilities | 122 | ||||
Accumulated deficit | (1,727) | (806) | |||
Total shareholders’ deficit | (1,727) | (806) | |||
Total liabilities, contingently redeemable preferred stock, and shareholders' deficit | (1,727) | (684) | |||
Consolidated Statement of Operations and Comprehensive Loss | |||||
Revenue from contracts with customers | (122) | 122 | |||
Revenues | (662) | (549) | |||
Revenues | (784) | (427) | |||
Cost of revenues from contracts with customers (exclusive of depreciation shown below) | 122 | (122) | |||
Total cost and operating expenses | 122 | (122) | |||
Loss from operations | (662) | (549) | |||
Loss before income taxes | (662) | (549) | |||
Gain from equity method investees, net | (259) | (257) | |||
Net income (loss) | (921) | (806) | |||
Net loss allocated to common shareholders | (921) | (806) | |||
Net loss allocated to common shareholders | (921) | (806) | |||
Comprehensive loss | $ (921) | $ (806) | |||
Net loss per common share - basic (usd per share) | $ / shares | $ (0.47) | $ (0.50) | |||
Net loss per common share - diluted (usd per share) | $ / shares | $ (0.47) | $ (0.50) | |||
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) | |||||
Balance at the beginning | (1,727) | (806) | $ (806) | $ 0 | |
Net loss | (921) | (806) | |||
Balance at the end | (1,727) | (806) | |||
Consolidated Statement of Cash Flows | |||||
Net loss | (921) | (806) | |||
Non-cash recognition of licensing revenue | 662 | 549 | |||
Gain from equity method investees, net | (259) | (257) | |||
Contract assets | 122 | (122) | |||
Accounts payable and accrued salaries and wages | (122) | 122 | |||
Net cash used in operating activities | 0 | 0 | |||
Adjustments | Accumulated Deficit | |||||
Consolidated Balance Sheet | |||||
Total shareholders’ deficit | (1,727) | (806) | |||
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit) | |||||
Balance at the beginning | $ (1,727) | $ (806) | (806) | 0 | |
Balance at the end | (1,727) | (806) | |||
Adjustments | Error Correction, Equity Method Investments, Intangibles And Fixed Assets | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Equity method investments | 580 | 257 | |||
Accumulated deficit | (580) | (257) | |||
Gain from equity method investees, net | (580) | (257) | |||
Consolidated Balance Sheet | |||||
Equity method investments | 580 | 257 | |||
Accumulated deficit | (580) | (257) | |||
Adjustments | Error Correction, Equity Method Investment, Contributed Intellectual Asset | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Equity method investments | 662 | 549 | |||
Accumulated deficit | (662) | (549) | |||
Revenue from related party transactions | (662) | (549) | |||
Consolidated Balance Sheet | |||||
Equity method investments | 662 | 549 | |||
Accumulated deficit | (662) | (549) | |||
Consolidated Statement of Operations and Comprehensive Loss | |||||
Revenues | (662) | $ (549) | |||
Adjustments | Error Correction, Equity Method Investment, Gain On Dilution | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Equity method investments | 322 | ||||
Accumulated deficit | 322 | ||||
Gain from equity method investees, net | 322 | ||||
Consolidated Balance Sheet | |||||
Equity method investments | 322 | ||||
Accumulated deficit | $ 322 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Segment Information (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Number of operating segments | 1 | 1 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 50,370 | $ 128,318 | $ 60,495 | |
Accumulated deficit | (434,863) | (379,889) | (333,200) | |
Net cash used in operating activities | (71,336) | $ (26,718) | (42,591) | (39,271) |
Net income (loss) | $ (54,974) | $ (30,591) | $ (46,689) | $ (37,713) |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 50,370 | $ 128,318 | $ 60,495 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash Reconciliation (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 50,370 | $ 128,318 | $ 60,495 | ||
Restricted cash (presented within Other current assets) | 664 | 414 | 414 | ||
Cash, cash equivalents and restricted cash | $ 51,034 | $ 128,732 | $ 115,700 | $ 60,909 | $ 62,117 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Trade and Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 1,051 | $ 1,235 | $ 1,325 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Property, Plant and Equipment, net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Instruments and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Instruments and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Office Equipment and furniture | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office Equipment and furniture | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Warrants (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Sale of private placement warrants (in shares) | 225,223 | 225,223 | 383,281 | |
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 14.69 | $ 19.93 | ||
Warrants | $ 2,022,000 | $ 1,729,000 | $ 0 | $ 107,000 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Concentration of Credit Risk and Other Risks and Uncertainties (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark | Geographic Concentration Risk | Non-US | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 61% | 65% | 38% | 14% |
Revenue Benchmark | Customer Concentration Risk | Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 24% | 16% | 27% | 28% |
Revenue Benchmark | Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10% | 0% | 15% | 27% |
Revenue Benchmark | Customer Concentration Risk | Customer C | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10% | 3% | 12% | 22% |
Revenue Benchmark | Customer Concentration Risk | Customer D | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 8% | 34% | ||
Accounts Receivable | Geographic Concentration Risk | Non-US | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 35% | 35% | 27% | |
Accounts Receivable | Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 49% | |||
Accounts Receivable | Customer Concentration Risk | Customer D | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 15% |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss for basic and diluted earnings per common share | $ (54,974) | $ (30,591) | $ (46,689) | $ (37,713) |
Unpaid cumulative dividends on preferred stock | (28,925) | (27,068) | (36,758) | (31,291) |
Net loss allocated to common shareholders | $ (83,899) | $ (57,659) | $ (83,447) | $ (69,004) |
Denominator: | ||||
Weighted-average shares used in calculating net loss per share, basic and diluted (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 |
Weighted-average shares used in calculating net loss per share, diluted (in shares) | 2,108,472,000 | 1,909,635,000 | 1,959,165,000 | 1,629,821,000 |
Net loss per common share - basic (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) |
Net loss per common share - diluted (usd per share) | $ (39,790) | $ (30,190) | $ (42.59) | $ (42.34) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Shares (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 shares | Sep. 30, 2021 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 34,117,671 | 33,867,263 | 34,175,113 | 30,720,703 |
Conversion ratio | 1 | 1 | ||
Liquidity price of SAFE and SAFE warrants | 100% | 100% | ||
Liquidity price of SAFE and SAFE warrants, condition one | 90% | 90% | ||
Redeemable convertible preferred stock (if converted) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 3,790,978 | 3,540,570 | 3,848,420 | 4,283,200 |
RSAs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 579,660 | 579,660 | 579,660 | 324,680 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 225,223 | 225,223 | 225,223 | 383,281 |
Revenues - Disaggregated Reve_2
Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 25,781 | $ 18,327 | $ 25,461 | $ 18,353 |
Research and development | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 8,118 | 12,053 | 13,897 | 8,910 |
Joint development agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,018 | 10,660 | 11,700 | 6,928 |
Other contract research | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,100 | 1,393 | 2,197 | 1,982 |
Carbon capture and transformation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,663 | 6,274 | 11,564 | 9,443 |
Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,620 | 1,518 | 2,025 | 1,018 |
CarbonSmart | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,413 | 0 | ||
Engineering and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 12,630 | $ 4,756 | $ 9,539 | $ 8,425 |
Revenues - Disaggregation by _2
Revenues - Disaggregation by Customer Location (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 25,781 | $ 18,327 | $ 25,461 | $ 18,353 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,361 | 12,725 | 15,825 | 15,732 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,522 | 2,117 | ||
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,151 | 242 | 1,477 | 504 |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,375 | $ 150 | $ 637 | $ 0 |
Revenues - Contract Balances _2
Revenues - Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Current Contract Assets | ||
Beginning balance | $ 11,700 | $ 6,186 |
Additions to unbilled accounts receivable | 19,355 | 8,516 |
Unbilled accounts receivable recognized in trade receivables | (16,085) | (3,002) |
Ending balance | 14,848 | 11,700 |
Current Contract Liabilities | ||
Beginning balance | 3,476 | 5,480 |
Increases due to cash received | 775 | 20 |
Reclassification from non-current to current contract liabilities | 2,015 | 3,080 |
Ending balance | 2,968 | 3,476 |
Non-current Contract Liabilities | ||
Beginning balance | 13,901 | 11,291 |
Increases due to cash received | 37 | 5,690 |
Reclassification from non-current to current contract liabilities | (2,015) | (3,080) |
Reclassification to revenue as a result of performance obligations satisfied | (3,298) | (5,104) |
Ending balance | $ 11,119 | $ 13,901 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Billed accounts receivable, net of allowance | $ 11,588 | $ 2,878 | $ 5,521 |
Revenues - Remaining Performa_2
Revenues - Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Current | $ 2,968 | $ 3,476 | $ 5,480 |
Non-current | 11,119 | 13,901 | 11,291 |
Total | $ 14,087 | $ 17,377 | $ 16,771 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | $ 11,047 | $ 24,752 | $ 23,217 |
LanzaJet | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | 12,433 | 13,651 | |
SGLT | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | $ 12,319 | $ 9,566 |
Investments - Narrative (Deta_2
Investments - Narrative (Details) ¥ in Thousands | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 29, 2022 USD ($) | May 13, 2020 USD ($) | Sep. 28, 2011 USD ($) | Sep. 28, 2011 CNY (¥) | Apr. 04, 2021 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Revenue from contracts with customers | $ 18,871,000 | $ 12,987,000 | |||||||
Gain on dilution | 503,000 | ||||||||
Impairment on equity method investments | 0 | 0 | |||||||
Dividends from equity investments | $ 0 | 0 | 0 | ||||||
LanzaJet | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Contribution of intellectual property | $ 15,000,000 | ||||||||
Ownership percentage | 37.50% | 25% | |||||||
Revenue from contracts with customers | 1,620,000 | $ 1,516,000 | 2,025,000 | 1,018,000 | |||||
Deferred revenue | $ 8,734,000 | $ 10,746,000 | 13,433,000 | ||||||
Profit amortization period | 15 years | 15 years | |||||||
Contingent right to receive additional interest | shares | 45,000,000 | ||||||||
Equity method investments cost | $ 0 | ||||||||
Gain on dilution | $ 503,000 | ||||||||
Carrying value less than proportionate share of book value | $ 3,600,000 | $ 3,100,000 | 3,800,000 | ||||||
LanzaJet | Intra-entity | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Revenue from contracts with customers | $ (395,000) | (497,000) | $ 662,000 | $ 549,000 | |||||
SGLT | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Contribution of intellectual property | $ 4,000,000 | ¥ 25,800 | |||||||
Ownership percentage | 9.31% | 30% | 30% | 10.01% | 11.14% | ||||
Gain on dilution | $ 3,368,000 | $ 3,014,000 | $ 3,048,000 | $ 3,811,000 | |||||
SGLT | Intellectual Property | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Contribution of intellectual property | $ 4,000,000 | ¥ 25,800 |
Investments - Summarized Financ
Investments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | $ 25,781 | $ 18,327 | $ 25,461 | $ 18,353 |
Net income (loss) | (54,974) | (30,591) | (46,689) | (37,713) |
Net loss | (2,346) | $ (2,371) | 1,606 | 1,644 |
Current assets | 88,815 | 148,675 | 76,589 | |
Current liabilities | $ 49,047 | 49,290 | 15,204 | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | 40,244 | 26,120 | ||
Gross profit | (5,703) | (5,510) | ||
Net income (loss) | (9,695) | (9,729) | ||
Current assets | 56,204 | 55,188 | ||
Non-current assets | 270,454 | 133,794 | ||
Current liabilities | 64,499 | 33,540 | ||
Non-current liabilities | $ 58,802 | $ 21,674 |
Investments - Transactions (Det
Investments - Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Sales | $ 2,116 | $ 2,348 | $ 3,253 | $ 4,203 |
Accounts receivable | 1,071 | 3,257 | ||
Equity Method Investee | Transactions with Equity Method Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Sales | 3,253 | 4,203 | ||
Accounts receivable | 1,509 | 1,071 | 3,257 | |
Purchases and open accounts payable | $ 1,863 | $ 2,575 | $ 0 |
Fair Value - Financial Assets_2
Fair Value - Financial Assets and Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | ||||
Warrants | $ 2,022,000 | $ 1,729,000 | $ 0 | $ 107,000 |
SAFE liability | 27,221,000 | 28,271,000 | 0 | |
Fair Value, Recurring | ||||
Assets: | ||||
Cash equivalents | 519,000 | 516,000 | 516,000 | |
Liabilities: | ||||
Warrants | 1,145,000 | 582,000 | ||
SAFE liability | 27,221,000 | 28,271,000 | ||
Total Liabilities | 30,815,000 | 31,145,000 | ||
Fair Value, Recurring | SAFE warrant | ||||
Liabilities: | ||||
Warrants | 2,022,000 | 1,729,000 | ||
Fair Value, Recurring | Level 1 | ||||
Assets: | ||||
Cash equivalents | 519,000 | 516,000 | 516,000 | |
Liabilities: | ||||
Warrants | 0 | 0 | ||
SAFE liability | 0 | 0 | ||
Total Liabilities | 0 | 0 | ||
Fair Value, Recurring | Level 1 | SAFE warrant | ||||
Liabilities: | ||||
Warrants | 0 | 0 | ||
Fair Value, Recurring | Level 2 | ||||
Assets: | ||||
Cash equivalents | 0 | 0 | 0 | |
Liabilities: | ||||
Warrants | 0 | 0 | ||
SAFE liability | 0 | 0 | ||
Total Liabilities | 0 | 0 | ||
Fair Value, Recurring | Level 2 | SAFE warrant | ||||
Liabilities: | ||||
Warrants | 0 | 0 | ||
Fair Value, Recurring | Level 3 | ||||
Assets: | ||||
Cash equivalents | 0 | 0 | 0 | |
Liabilities: | ||||
Warrants | 1,145,000 | $ 582,000 | ||
SAFE liability | 27,221,000 | 28,271,000 | ||
Total Liabilities | 30,815,000 | 31,145,000 | ||
Fair Value, Recurring | Level 3 | SAFE warrant | ||||
Liabilities: | ||||
Warrants | $ 2,022,000 | $ 1,729,000 |
Fair Value - Narrative (Detai_2
Fair Value - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
(Gain) loss on change in fair value of SAFE and warrant liabilities | $ 427,000 | $ 699,000 | $ 563,000 | $ (105,000) | ||
Exercise of warrants (in shares) | 158,058 | |||||
Warrants | $ 2,022,000 | $ 1,729,000 | $ 0 | $ 107,000 | ||
Series D | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Exercise of warrants (in shares) | 158,058 |
Fair Value - Level 3 Fair Val_2
Fair Value - Level 3 Fair Value Measurements (Details) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares |
Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 15.03 | 13.77 | 4.68 |
Weighted average exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 17.31 | 17.32 | 18.39 |
Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 2.3 | 2.8 | 2.8 |
Term | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 5 | 5 | |
Term | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 5 | 5 | |
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.769 | 0.706 | 0.889 |
Expected volatility | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.75 | 0.60 | |
Expected volatility | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.75 | 0.60 | |
Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.029 | 0.008 | 0.004 |
Risk-free interest rate | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0333 | 0.0019 | |
Risk-free interest rate | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0405 | 0.0039 | |
Probability weighting | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.41 | 0.25 | |
Probability weighting | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.59 | 0.75 | |
Probability weighting | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivatives, measurement input | 0.25 | ||
Probability weighting | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivatives, measurement input | 0.75 | ||
Interest rate | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0406 | 0.0126 | |
Interest rate | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0406 | 0.0126 | |
Time to conversion | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.3 | 0.5 | |
Time to conversion | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 1 | 1 | |
Time to conversion | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivatives, measurement input | 0.5 | ||
Time to conversion | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivatives, measurement input | 1 | ||
Liquidity price | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivatives, measurement input | 1 | ||
Liquidity price | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivatives, measurement input | 0.90 | ||
Discount rate | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivatives, measurement input | 0.171 | ||
Discount rate | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivatives, measurement input | 0.171 | ||
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | 0 | 0 |
Expected dividend yield | Near Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | 0 | |
Expected dividend yield | Long-Term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0 | 0 |
Fair Value - Change in Fair V_2
Fair Value - Change in Fair Value of Derivative Warrant Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative warrant liabilities at the beginning | $ 1,145 | $ 582 | $ 582 | $ 687 |
Issuance of SAFE liability and warrant | 0 | 0 | ||
Change in fair value of derivative liabilities | 427 | 699 | 563 | (105) |
Derivative warrant liabilities at the end | 1,572 | 1,281 | 1,145 | 582 |
SAFE Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative warrant liabilities at the beginning | 28,271 | 0 | 0 | 0 |
Issuance of SAFE liability and warrant | 0 | 28,271 | ||
Change in fair value of derivative liabilities | (1,050) | 0 | 0 | 0 |
Derivative warrant liabilities at the end | 27,221 | 0 | 28,271 | 0 |
SAFE warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Derivative warrant liabilities at the beginning | 1,729 | 0 | 0 | 0 |
Issuance of SAFE liability and warrant | 0 | 1,729 | ||
Change in fair value of derivative liabilities | 293 | 0 | 0 | 0 |
Derivative warrant liabilities at the end | $ 2,022 | $ 0 | $ 1,729 | $ 0 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Materials and supplies | $ 2,900 | $ 1,952 | |
Prepaid assets | 1,503 | 1,419 | |
Other | 1,376 | 1,016 | |
Other current assets | $ 12,009 | $ 5,779 | $ 4,387 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 36,521 | $ 30,298 | |
Less accumulated depreciation | 22,373 | 18,689 | |
Total property, plant and equipment, net | $ 16,645 | 14,148 | 11,609 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 64 | 64 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,113 | 4,187 | |
Instruments and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 26,627 | 21,735 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 71 | 58 | |
Office Equipment and furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,590 | 1,347 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 728 | 544 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 3,328 | $ 2,363 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 3,433 | $ 2,763 | $ 3,806 | $ 2,979 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2021 | Sep. 28, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total debt, net | $ 0 | $ 3,635,000 | |
Current portion of long-term debt | 0 | 570,000 | |
Long-term debt | 0 | 3,065,000 | |
2016 WTI Loan | |||
Debt Instrument [Line Items] | |||
Total debt, net | 0 | 570,000 | |
PPP Loan | |||
Debt Instrument [Line Items] | |||
Total debt, net | $ 0 | $ 0 | $ 3,065,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 28, 2021 | Mar. 31, 2021 | Apr. 30, 2020 | Dec. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||
Outstanding debt | $ 0 | $ 3,635,000 | ||||
2016 WTI Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 17,500,000 | |||||
Interest rate | 12.50% | |||||
Term | 39 months | |||||
Repayment of debt | $ 570,000 | |||||
Outstanding debt | 0 | 570,000 | ||||
2016 WTI Loan | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable interest rate | 9% | |||||
PPP Loan | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.98% | |||||
Issuance of debt | $ 3,065,000 | |||||
Debt forgiveness | $ 3,065,000 | |||||
Outstanding debt | $ 0 | $ 0 | $ 3,065,000 |
SAFE (Details)
SAFE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
SAFE liability | $ 27,221 | $ 28,271 | $ 0 |
Income Taxes - Components of (L
Income Taxes - Components of (Loss) Income (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||||
Foreign | $ 722 | $ 2,832 | ||
Net income (loss) | $ (54,974) | $ (30,591) | (46,689) | (37,713) |
United States | ||||
Income Taxes [Line Items] | ||||
Domestic | (39,860) | 106 | ||
New Zealand | ||||
Income Taxes [Line Items] | ||||
Domestic | $ (7,551) | $ (40,651) |
Income Taxes - Income Tax Pro_2
Income Taxes - Income Tax Provision (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||||
Federal | $ 0 | ||||
Foreign | $ 0 | $ 0 | |||
Total | 0 | 0 | |||
Deferred: | |||||
Federal | $ (290,181) | ||||
Foreign | 0 | 0 | |||
Total | $ 0 | $ 0 | 0 | 0 | |
United States | |||||
Current: | |||||
Federal | 0 | 0 | |||
Deferred: | |||||
Federal | 0 | 0 | |||
New Zealand | |||||
Current: | |||||
Federal | 0 | 0 | |||
Deferred: | |||||
Federal | $ 0 | $ 0 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||||||
Income tax (benefit) at the statutory federal income tax rate | $ (9,805,000) | $ (10,560,000) | |||||||
Foreign tax rate differential | (605,000) | 1,180,000 | |||||||
State and local taxes | (4,068,000) | (2,429,000) | |||||||
Effects of impairment | 0 | 10,281,000 | |||||||
Foreign exchange differences | (143,000) | (5,892,000) | |||||||
Stock-based compensation | 501,000 | 670,000 | |||||||
Interest income on receivable | 882,000 | 2,120,000 | |||||||
Equity method investment | (443,000) | (679,000) | |||||||
Non-deductible legal costs | 1,291,000 | 0 | |||||||
Gain from redomiciliation of intellectual property | $ 4,890,000 | $ 0 | |||||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 620.90% | (17.00%) | (14.10%) | ||||||
Valuation allowance | $ 290,181 | $ 7,958,000 | $ 5,505,000 | ||||||
PPP loan forgiveness | (644,000) | 0 | |||||||
Other | 186,000 | (196,000) | |||||||
Total income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||||||
Income tax (benefit) at the statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% | 21% | 28% | |
Foreign tax rate differential | 1.30% | (3.20%) | |||||||
State and local taxes | 8.70% | 6.40% | |||||||
Effects of impairment | 0% | (27.90%) | |||||||
Foreign exchange differences | 0.30% | 16% | |||||||
Stock-based compensation | (1.10%) | (1.80%) | |||||||
Interest income on receivable | (1.90%) | (5.70%) | |||||||
Equity method investment | 0.90% | 1.80% | |||||||
Non-deductible legal costs | (2.80%) | 0% | |||||||
Gain from redomiciliation of intellectual property | (10.50%) | 0% | |||||||
PPP loan forgiveness | 1.40% | 0% | |||||||
Other | 214% | (0.30%) | 0.50% | ||||||
Total income tax benefit | 0% | 0% | 0% | 0% | 0% |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss and credit carryforwards | $ 107,979 | $ 104,301 |
Operating lease liability | 1,878 | 2,394 |
Accrued bonus | 981 | 850 |
Accrued expenses | 1,566 | 429 |
Deferred revenue | 309 | 1,018 |
Equity method investment | 1,243 | 1,031 |
Other | 925 | 394 |
Gross deferred tax asset | 114,881 | 110,417 |
Valuation allowance | (113,276) | (108,300) |
Net deferred tax asset | 1,605 | 2,117 |
Deferred tax liabilities: | ||
Operating lease asset | (1,429) | (1,941) |
Other | (176) | (176) |
Total deferred tax liabilities | (1,605) | (2,117) |
Net deferred income tax assets and liabilities: | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||||||||
Statutory tax rate (as a percent) | 21% | 21% | 21% | 21% | 21% | 21% | 21% | 28% | |
Tax losses and credits carried forward | $ 299,194,000 | $ 299,194,000 | $ 271,390,000 | ||||||
Net operating loss carryforwards, subject to expiration | 136,454,000 | 136,454,000 | 132,373,000 | ||||||
Net operating loss carryforwards, not subject to expiration | 127,593,000 | 127,593,000 | 98,462,000 | ||||||
Deferred tax assets valuation allowance | 113,276,000 | 113,276,000 | 108,300,000 | ||||||
Foreign earnings repatriated | $ 0 | $ 0 | 0 | 0 | |||||
Deferred income tax | 0 | 0 | 0 | 0 | |||||
Income tax expense | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Accrued interest and penalties | 0 | 0 | 0 | ||||||
State and local | |||||||||
Income Taxes [Line Items] | |||||||||
Tax losses and credits carried forward | 22,203,000 | 22,203,000 | 18,104,000 | ||||||
Foreign | |||||||||
Income Taxes [Line Items] | |||||||||
Tax losses and credits carried forward | 4,589,000 | 4,589,000 | 2,510,000 | ||||||
United States | Domestic | |||||||||
Income Taxes [Line Items] | |||||||||
Tax losses and credits carried forward | 239,559,000 | 239,559,000 | 196,442,000 | ||||||
New Zealand | Domestic | |||||||||
Income Taxes [Line Items] | |||||||||
Tax losses and credits carried forward | 35,116,000 | 35,116,000 | 54,334,000 | ||||||
R&D tax credits | |||||||||
Income Taxes [Line Items] | |||||||||
Tax credits | $ 35,147,000 | $ 35,147,000 | $ 40,556,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) scheme $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of share based stock schemes | scheme | 5 | ||||
Shares granted in period (in shares) | shares | 151,068 | ||||
Vesting period | 10 years | ||||
Compensation expense | $ 2,067,000 | $ 1,790,000 | $ 2,531,000 | $ 2,392,000 | |
Unrecognized compensation costs | $ 3,835,000 | $ 6,120,000 | |||
Weighted-average grant date fair value of options granted (usd per share) | $ / shares | $ 6.29 | $ 3.99 | |||
Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized cost, recognition period | 2 years 3 months 7 days | 2 years 8 months 12 days | |||
RSAs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award requisite service period | 3 years | 3 years | |||
Compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized cost, recognition period | 10 years | 10 years | |||
Unvested shares outstanding (in shares) | shares | 579,660 | 580,000 | 325,000 | ||
Unvested shares weighted average fair value (usd per share) | $ / shares | $ 4.72 | $ 4.72 | $ 4.68 | ||
Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award requisite service period | 2 years | 2 years | |||
Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award requisite service period | 5 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares under option (thousands) | |||
Beginning balance (in shares) | 3,848 | 4,283 | |
Exercised (in shares) | 3 | 620 | |
Cancelled/forfeited (in shares) | (38) | (721) | |
Expired (in shares) | (1) | (334) | |
Ending balance (in shares) | 3,806 | 3,848 | 4,283 |
Vested and expected to vest (in shares) | 3,806 | 3,848 | 4,283 |
Exercisable (in shares) | 2,918 | 2,479 | 2,915 |
Weighted average exercise price | |||
Beginning balance (usd per share) | $ 6.55 | $ 5.12 | |
Exercised (usd per share) | 6.75 | 9.33 | |
Cancelled/forfeited (usd per share) | 9.55 | 2.36 | |
Expired (usd per share) | 6.61 | 2.50 | |
Ending balance (usd per share) | 6.52 | 6.55 | $ 5.12 |
Vested and expecting to vest (usd per share) | 6.52 | 6.55 | 5.12 |
Exercisable (usd per share) | $ 6.30 | $ 6.31 | $ 5.02 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |||
Outstanding, Weighted average remaining contractual term | 5 years 4 months 20 days | 6 years 1 month 28 days | 5 years 1 month 2 days |
Vested and expecting, Weighted average remaining contractual term | 5 years 4 months 20 days | 6 years 1 month 28 days | 5 years 1 month 2 days |
Exercisable, Weighted average remaining contractual term | 4 years 6 months 21 days | 4 years 10 months 6 days | 3 years 5 months 19 days |
Outstanding, Aggregate intrinsic value | $ 42,032 | $ 27,796 | $ 2,582 |
Vested and expecting to vest, Aggregate intrinsic value | 42,032 | 27,796 | 2,582 |
Exercisable, Aggregate intrinsic value | 32,874 | 18,499 | $ 2,582 |
Exercised, Aggregate intrinsic value | 0 | 0 | |
Cancelled/forfeited, Aggregate intrinsic value | 188 | 1,741 | |
Expired, Aggregate intrinsic value | $ 4 | $ 755 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) - Options - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock price (usd per share) | $ 9.33 | $ 4.68 |
Exercise price (usd per share) | $ 9.33 | $ 4.68 |
Expected term (years) | 6 years 1 month 6 days | 6 years 4 months 24 days |
Expected volatility | 98% | 100.60% |
Risk-free interest rate | 1.09% | 0.56% |
Dividend yield | 0% | 0% |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards Activity (Details) - RSAs shares in Thousands | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Nonvested Shares (thousands) | |
Beginning balance (in shares) | shares | 325 |
Granted (in shares) | shares | 281 |
Forfeited (in shares) | shares | (26) |
Ending balance (in shares) | shares | 580 |
Weighted Average Fair Value | |
Beginning balance, weighted average fair value (usd per share) | $ / shares | $ 4.68 |
Granted, weighted average fair value (usd per share) | $ / shares | 4.76 |
Forfeited, weighted average fair value (usd per share) | $ / shares | 4.68 |
Ending balance, weighted average fair value (usd per share) | $ / shares | $ 4.72 |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Equity method investments | $ 11,047 | $ 24,752 | $ 23,217 | |
Accounts receivable | 1,071 | 3,257 | ||
Purchases | 2,575 | |||
Purchases and open accounts payable | 2,575 | |||
Revenue from related party transactions | 2,116 | $ 2,348 | 3,253 | 4,203 |
Related Party Transition Services Agreement | Equity Method Investee | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related party transactions | 148 | 355 | 495 | 285 |
Related Party Investment Agreement | Equity Method Investee | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related party transactions | 170 | 403 | 428 | 2,740 |
Related Party Supply Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related party fees | 1,223 | 242 | ||
Related Party Supply Agreement | Equity Method Investee | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related party transactions | 151 | 69 | 282 | 156 |
Related party fees | $ 893 | $ 1,171 | $ 1,223 | $ 242 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | |||
Common shares, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable, Convertible Prefe_6
Redeemable, Convertible Preferred Stock - Authorized, Issued and Outstanding Shares, Issue Price, and Carrying Value (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 29,747,033 | 29,747,033 | 26,112,823 | ||
Shares issued (in shares) | 29,521,810 | 29,521,810 | 25,729,542 | ||
Shares outstanding (in shares) | 29,521,810 | 29,521,810 | 29,521,810 | 25,729,542 | 23,695,330 |
Carrying Amount | $ 480,631 | $ 480,631 | $ 480,631 | $ 394,408 | $ 347,938 |
Series A | |||||
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 4,666,503 | 4,666,503 | 4,666,503 | ||
Shares issued (in shares) | 4,666,503 | 4,666,503 | 4,666,503 | ||
Shares outstanding (in shares) | 4,666,503 | 4,666,503 | 4,666,503 | 4,666,503 | |
Carrying Amount | $ 12,230 | $ 12,230 | $ 12,230 | $ 12,230 | |
Series A | Minimum | |||||
Temporary Equity [Line Items] | |||||
Issue price (in dollars per share) | $ 1.75 | $ 1.75 | $ 1.75 | ||
Series A | Maximum | |||||
Temporary Equity [Line Items] | |||||
Issue price (in dollars per share) | $ 3.94 | $ 3.94 | $ 3.94 | ||
Series B | |||||
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 1,733,370 | 1,733,370 | 1,733,370 | ||
Shares issued (in shares) | 1,733,370 | 1,733,370 | 1,733,370 | ||
Shares outstanding (in shares) | 1,733,370 | 1,733,370 | 1,733,370 | 1,733,370 | |
Issue price (in dollars per share) | $ 10.38 | $ 10.38 | $ 10.38 | ||
Carrying Amount | $ 18,000 | $ 18,000 | $ 18,000 | $ 18,000 | |
Series C | |||||
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 4,254,733 | 4,254,733 | 4,254,733 | ||
Shares issued (in shares) | 4,142,408 | 4,142,408 | 4,142,408 | ||
Shares outstanding (in shares) | 4,142,408 | 4,142,408 | 4,142,408 | 4,142,408 | |
Issue price (in dollars per share) | $ 14.69 | $ 14.69 | $ 14.69 | ||
Carrying Amount | $ 60,850 | $ 60,850 | $ 60,850 | $ 60,850 | |
Series D | |||||
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 10,274,260 | 10,274,260 | 10,274,260 | ||
Shares issued (in shares) | 10,161,362 | 10,161,362 | 10,003,304 | ||
Shares outstanding (in shares) | 10,161,362 | 10,161,362 | 10,003,304 | 10,003,304 | |
Issue price (in dollars per share) | $ 19.93 | $ 19.93 | $ 19.93 | ||
Carrying Amount | $ 188,402 | $ 188,402 | $ 185,252 | $ 185,252 | |
Series E | |||||
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 5,183,957 | 5,183,957 | 5,183,957 | ||
Shares issued (in shares) | 5,183,957 | 5,183,957 | 5,183,957 | ||
Shares outstanding (in shares) | 5,183,957 | 5,183,957 | 5,183,957 | 3,149,745 | |
Issue price (in dollars per share) | $ 22.86 | $ 22.86 | $ 22.86 | ||
Carrying Amount | $ 118,076 | $ 118,076 | $ 118,076 | $ 71,606 | |
Series F | |||||
Temporary Equity [Line Items] | |||||
Shares authorized (in shares) | 3,634,210 | 3,634,210 | |||
Shares issued (in shares) | 3,634,210 | 3,634,210 | |||
Shares outstanding (in shares) | 3,634,210 | 3,634,210 | 0 | 0 | |
Issue price (in dollars per share) | $ 22.86 | $ 22.86 | |||
Carrying Amount | $ 83,073 | $ 83,073 | $ 0 | $ 0 |
Redeemable, Convertible Prefe_7
Redeemable, Convertible Preferred Stock - Changes (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Mar. 31, 2021 | Feb. 29, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) | 25,729,542 | 25,729,542 | 23,695,330 | |||
Beginning balance, temporary equity | $ 394,408 | $ 394,408 | $ 347,938 | |||
Issuance of preferred stock (in shares) | 3,634,210 | 3,792,268 | 2,034,212 | |||
Issuance of preferred stock | $ 83,073 | $ 86,223 | $ 46,470 | |||
Ending balance, Redeemable Convertible Preferred Stock (in shares) | 29,521,810 | 29,521,810 | 25,729,542 | |||
Ending balance, temporary equity | $ 480,631 | $ 480,631 | $ 394,408 | |||
Series A | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) | 4,666,503 | 4,666,503 | 4,666,503 | |||
Beginning balance, temporary equity | $ 12,230 | $ 12,230 | $ 12,230 | |||
Issuance of preferred stock (in shares) | 0 | 0 | ||||
Issuance of preferred stock | $ 0 | $ 0 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) | 4,666,503 | 4,666,503 | ||||
Ending balance, temporary equity | $ 12,230 | $ 12,230 | ||||
Series B | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) | 1,733,370 | 1,733,370 | 1,733,370 | |||
Beginning balance, temporary equity | $ 18,000 | $ 18,000 | $ 18,000 | |||
Issuance of preferred stock (in shares) | 0 | 0 | ||||
Issuance of preferred stock | $ 0 | $ 0 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) | 1,733,370 | 1,733,370 | ||||
Ending balance, temporary equity | $ 18,000 | $ 18,000 | ||||
Series C | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) | 4,142,408 | 4,142,408 | 4,142,408 | |||
Beginning balance, temporary equity | $ 60,850 | $ 60,850 | $ 60,850 | |||
Issuance of preferred stock (in shares) | 0 | 0 | ||||
Issuance of preferred stock | $ 0 | $ 0 | ||||
Ending balance, Redeemable Convertible Preferred Stock (in shares) | 4,142,408 | 4,142,408 | ||||
Ending balance, temporary equity | $ 60,850 | $ 60,850 | ||||
Series D | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) | 10,003,304 | 10,003,304 | 10,003,304 | |||
Beginning balance, temporary equity | $ 185,252 | $ 185,252 | $ 185,252 | |||
Issuance of preferred stock (in shares) | 158,058 | 0 | ||||
Issuance of preferred stock | $ 3,150 | $ 3,150 | $ 0 | |||
Ending balance, Redeemable Convertible Preferred Stock (in shares) | 10,161,362 | 10,003,304 | ||||
Ending balance, temporary equity | $ 188,402 | $ 185,252 | ||||
Series E | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) | 5,183,957 | 5,183,957 | 3,149,745 | |||
Beginning balance, temporary equity | $ 118,076 | $ 118,076 | $ 71,606 | |||
Issuance of preferred stock (in shares) | 2,034,212 | 0 | 2,034,212 | |||
Issuance of preferred stock | $ 46,470 | $ 0 | $ 46,470 | |||
Ending balance, Redeemable Convertible Preferred Stock (in shares) | 5,183,957 | 5,183,957 | ||||
Ending balance, temporary equity | $ 118,076 | $ 118,076 | ||||
Series F | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Beginning balance, Redeemable Convertible Preferred Stock (in shares) | 0 | 0 | 0 | |||
Beginning balance, temporary equity | $ 0 | $ 0 | $ 0 | |||
Issuance of preferred stock (in shares) | 3,634,210 | 3,634,210 | 0 | |||
Issuance of preferred stock | $ 83,073 | $ 83,073 | $ 0 | |||
Ending balance, Redeemable Convertible Preferred Stock (in shares) | 3,634,210 | 0 | ||||
Ending balance, temporary equity | $ 83,073 | $ 0 |
Redeemable, Convertible Prefe_8
Redeemable, Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Mar. 31, 2021 | Feb. 29, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||||||
Issuance of preferred stock (in shares) | 3,634,210 | 3,792,268 | 2,034,212 | ||||
Issuance of preferred stock | $ 83,073 | $ 86,223 | $ 46,470 | ||||
Exercise of warrants (in shares) | 158,058 | ||||||
Dividend rate | 8% | ||||||
Series E | |||||||
Temporary Equity [Line Items] | |||||||
Issuance of preferred stock (in shares) | 2,034,212 | 0 | 2,034,212 | ||||
Issuance of preferred stock | $ 46,470 | $ 0 | $ 46,470 | ||||
Issuance of preferred stock (in dollars per share) | $ 22.86 | ||||||
Series D | |||||||
Temporary Equity [Line Items] | |||||||
Issuance of preferred stock (in shares) | 158,058 | 0 | |||||
Issuance of preferred stock | $ 3,150 | $ 3,150 | $ 0 | ||||
Issuance of preferred stock (in dollars per share) | $ 19.93 | ||||||
Exercise of warrants (in shares) | 158,058 | ||||||
Series F | |||||||
Temporary Equity [Line Items] | |||||||
Issuance of preferred stock (in shares) | 3,634,210 | 3,634,210 | 0 | ||||
Issuance of preferred stock | $ 83,073 | $ 83,073 | $ 0 | ||||
Issuance of preferred stock (in dollars per share) | $ 22.86 |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | ||
Contributions to plan | $ 720 | $ 548 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2020 renewal_option | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Leases [Abstract] | |||
Weighted average discount rate | 7.50% | 7.50% | |
Operating lease, cost | $ 2,126 | $ 2,077 | |
Variable lease, cost | 2,575 | 1,813 | |
Lease cost | 2,059 | 1,765 | |
Term of contract | 10 years | ||
Number of renewal options | renewal_option | 5 | ||
Renewal term | 1 year | ||
Lease income from operating leases | $ 24 | $ 14 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 2,366 |
2023 | 2,413 |
2024 | 1,039 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payments | 5,818 |
Less: Imputed interest | 485 |
Total lease liabilities | $ 5,333 |
Leases - Lessor, Operating Leas
Leases - Lessor, Operating Lease, Payments to be Received (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 24 |
2023 | 24 |
2024 | 24 |
2025 | 24 |
2026 | 24 |
Thereafter | 168 |
Total lease payments | $ 288 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 2 years 4 months 24 days | 3 years 4 months 24 days |
Weighted average discount rate | 7.50% | 7.50% |
Subsequent Events (Details)_2_4
Subsequent Events (Details) $ in Billions | Mar. 08, 2022 USD ($) |
Subsequent Events [Abstract] | |
Aggregate consideration | $ 1.8 |