2023 Q1 Form 10-K Financial Statement
#000162828023009618 Filed on March 29, 2023
Income Statement
Concept | 2023 Q1 | 2022 Q4 | 2022 |
---|---|---|---|
Revenue | $9.646M | $0.00 | $0.00 |
YoY Change | |||
Cost Of Revenue | $7.790M | $60.00K | $250.0K |
YoY Change | 14439.01% | -69.72% | -35.3% |
Gross Profit | $1.860M | -$60.00K | -$250.0K |
YoY Change | -3571.44% | -69.72% | -35.3% |
Gross Profit Margin | 19.28% | ||
Selling, General & Admin | $16.84M | $2.330M | $6.240M |
YoY Change | 516.29% | 211.25% | 523.09% |
% of Gross Profit | 905.11% | ||
Research & Development | $16.29M | $53.19M | |
YoY Change | 31.75% | ||
% of Gross Profit | 875.59% | ||
Depreciation & Amortization | $1.257M | $4.660M | |
YoY Change | 18.7% | ||
% of Gross Profit | 67.58% | ||
Operating Expenses | $33.12M | $2.330M | $6.240M |
YoY Change | 1112.47% | 211.25% | 523.09% |
Operating Profit | -$32.52M | -$2.390M | -$6.490M |
YoY Change | 1067.64% | 152.45% | 367.64% |
Interest Expense | $214.0K | $230.0K | $5.270M |
YoY Change | -128.25% | -56.27% | 267.36% |
% of Operating Profit | |||
Other Income/Expense, Net | -$30.18M | $0.00 | $170.0K |
YoY Change | 115984.62% | ||
Pretax Income | -$62.70M | -$2.160M | -$1.049M |
YoY Change | 1669.83% | 413.32% | -2344.6% |
Income Tax | $0.00 | $250.0K | $309.3K |
% Of Pretax Income | |||
Net Earnings | -$63.31M | -$2.410M | -$1.358M |
YoY Change | 1687.1% | 472.73% | -3006.39% |
Net Earnings / Revenue | -656.35% | ||
Basic Earnings Per Share | -$0.58 | -$12.37 | |
Diluted Earnings Per Share | -$0.58 | -$0.13 | -$0.07 |
COMMON SHARES | |||
Basic Shares Outstanding | 195.5M shares | 9.302M shares | |
Diluted Shares Outstanding | 116.5M shares | 9.302M shares |
Balance Sheet
Concept | 2023 Q1 | 2022 Q4 | 2022 |
---|---|---|---|
SHORT-TERM ASSETS | |||
Cash & Short-Term Investments | $194.2M | $0.00 | $0.00 |
YoY Change | 2334034.62% | -100.0% | -100.0% |
Cash & Equivalents | $145.1M | $6.671K | |
Short-Term Investments | $49.10M | ||
Other Short-Term Assets | $18.69M | $11.16M | $200.0K |
YoY Change | 4977.57% | 3205.48% | -40.75% |
Inventory | $1.129M | ||
Prepaid Expenses | $190.6K | ||
Receivables | $27.70M | ||
Other Receivables | $0.00 | ||
Total Short-Term Assets | $240.6M | $197.3K | $200.0K |
YoY Change | 63837.07% | -71.02% | -70.63% |
LONG-TERM ASSETS | |||
Property, Plant & Equipment | $19.79M | $19.69M | |
YoY Change | |||
Goodwill | |||
YoY Change | |||
Intangibles | |||
YoY Change | |||
Long-Term Investments | $9.835M | $10.56M | $152.3M |
YoY Change | -93.44% | -92.96% | 1.53% |
Other Assets | $300.0K | $750.0K | $0.00 |
YoY Change | 181.19% | 305.82% | -100.0% |
Total Long-Term Assets | $67.31M | $152.3M | $152.3M |
YoY Change | -55.16% | 1.4% | 1.4% |
TOTAL ASSETS | |||
Total Short-Term Assets | $240.6M | $197.3K | $200.0K |
Total Long-Term Assets | $67.31M | $152.3M | $152.3M |
Total Assets | $308.0M | $152.5M | $152.5M |
YoY Change | 104.63% | 1.08% | 1.08% |
SHORT-TERM LIABILITIES | |||
YoY Change | |||
Accounts Payable | $11.52M | $2.495M | $3.900M |
YoY Change | 16835.65% | 2816.97% | 2783.34% |
Accrued Expenses | $9.600M | $2.257M | $2.700M |
YoY Change | 275.57% | 882.47% | 1075.29% |
Deferred Revenue | $3.042M | $3.101M | |
YoY Change | |||
Short-Term Debt | $0.00 | $0.00 | $0.00 |
YoY Change | |||
Long-Term Debt Due | |||
YoY Change | |||
Total Short-Term Liabilities | $34.08M | $6.873M | $6.900M |
YoY Change | 983.55% | 814.78% | 818.33% |
LONG-TERM LIABILITIES | |||
Long-Term Debt | $19.40M | $50.00M | $0.00 |
YoY Change | |||
Other Long-Term Liabilities | $1.591M | $1.591M | $2.800M |
YoY Change | -86.32% | -85.35% | -74.22% |
Total Long-Term Liabilities | $20.99M | $51.59M | $2.800M |
YoY Change | 80.49% | 375.06% | -74.22% |
TOTAL LIABILITIES | |||
Total Short-Term Liabilities | $34.08M | $6.873M | $6.900M |
Total Long-Term Liabilities | $20.99M | $51.59M | $2.800M |
Total Liabilities | $78.15M | $9.714M | $9.700M |
YoY Change | 428.9% | -16.34% | -16.46% |
SHAREHOLDERS EQUITY | |||
Retained Earnings | -$761.1M | -$8.334M | |
YoY Change | 5228.73% | -22.4% | |
Common Stock | $19.00K | $1.000K | |
YoY Change | |||
Preferred Stock | |||
YoY Change | |||
Treasury Stock (at cost) | |||
YoY Change | |||
Treasury Stock Shares | |||
Shareholders Equity | $229.8M | -$8.333M | $142.8M |
YoY Change | |||
Total Liabilities & Shareholders Equity | $308.0M | $152.5M | $152.5M |
YoY Change | 104.63% | 1.08% | 1.08% |
Cashflow Statement
Concept | 2023 Q1 | 2022 Q4 | 2022 |
---|---|---|---|
OPERATING ACTIVITIES | |||
Net Income | -$63.31M | -$2.410M | -$1.358M |
YoY Change | 1687.1% | 472.73% | -3006.39% |
Depreciation, Depletion And Amortization | $1.257M | $4.660M | |
YoY Change | 18.7% | ||
Cash From Operating Activities | -$33.81M | $0.00 | -$345.7K |
YoY Change | 9726.09% | -100.0% | -32.21% |
INVESTING ACTIVITIES | |||
Capital Expenditures | $1.367M | $10.74M | |
YoY Change | -27.71% | ||
Acquisitions | |||
YoY Change | |||
Other Investing Activities | -$109.2M | $0.00 | $10.00K |
YoY Change | -1213433.33% | -100.01% | |
Cash From Investing Activities | -$110.6M | $0.00 | $9.000K |
YoY Change | -1228611.11% | -100.01% | |
FINANCING ACTIVITIES | |||
Cash Dividend Paid | |||
YoY Change | |||
Common Stock Issuance & Retirement, Net | |||
YoY Change | |||
Debt Paid & Issued, Net | |||
YoY Change | |||
Cash From Financing Activities | $206.5M | $50.55M | |
YoY Change | -66.49% | ||
NET CHANGE | |||
Cash From Operating Activities | -$33.81M | 0.000 | -$345.7K |
Cash From Investing Activities | -$110.6M | 0.000 | $9.000K |
Cash From Financing Activities | $206.5M | $50.55M | |
Net Change In Cash | $62.10M | 0.000 | -$336.7K |
YoY Change | -18632.96% | -100.0% | -198.06% |
FREE CASH FLOW | |||
Cash From Operating Activities | -$33.81M | $0.00 | -$345.7K |
Capital Expenditures | $1.367M | $10.74M | |
Free Cash Flow | -$35.18M | -$11.08M | |
YoY Change | 1473.86% |
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-144685 | usd |
amci |
Increase Decrease Franchise Tax Payable
IncreaseDecreaseFranchiseTaxPayable
|
188237 | usd | |
CY2022 | us-gaap |
Increase Decrease In Accrued Income Taxes Payable
IncreaseDecreaseInAccruedIncomeTaxesPayable
|
309320 | usd |
CY2022 | us-gaap |
Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
|
-345728 | usd |
us-gaap |
Net Cash Provided By Used In Operating Activities
NetCashProvidedByUsedInOperatingActivities
|
-510017 | usd | |
us-gaap |
Payments To Acquire Trust Preferred Investments
PaymentsToAcquireTrustPreferredInvestments
|
150000000 | usd | |
CY2022 | amci |
Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
|
-9000 | usd |
CY2022 | us-gaap |
Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
|
9000 | usd |
CY2022 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
-336728 | usd |
us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
343399 | usd | |
CY2021Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
343399 | usd |
CY2021Q1 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
0 | usd |
CY2022Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
6671 | usd |
CY2021Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
343399 | usd |
amci |
Deferred Offering Costs Included In Notes Payable
DeferredOfferingCostsIncludedInNotesPayable
|
1968784 | usd | |
amci |
Offering Costs Included In Accounts Payable Accrued Expenses
OfferingCostsIncludedInAccountsPayableAccruedExpenses
|
30000 | usd | |
amci |
Deferred Underwriting Fee Payable
DeferredUnderwritingFeePayable
|
24000 | usd | |
amci |
Noncash Prepaid Expenses And Other Assets Paid By Related Parties
NoncashPrepaidExpensesAndOtherAssetsPaidByRelatedParties
|
677800 | usd | |
amci |
Noncash Repayment Of Note Payable And Advances
NoncashRepaymentOfNotePayableAndAdvances
|
2647584 | usd | |
amci |
Noncash Deferred Underwriting Commissions
NoncashDeferredUnderwritingCommissions
|
5250000 | usd | |
amci |
Value Of Class B Common Stock Transferred To Anchor Investors At Initial Public Offering
ValueOfClassBCommonStockTransferredToAnchorInvestorsAtInitialPublicOffering
|
6509758 | usd | |
CY2022 | amci |
Noncash Extinguishment Of Deferred Underwriting Commissions On Public Shares
NoncashExtinguishmentOfDeferredUnderwritingCommissionsOnPublicShares
|
4878300 | usd |
CY2022 | us-gaap |
Nature Of Operations
NatureOfOperations
|
Description of Organization and Business Operations<div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. II prior to February 8, 2023 (the “Closing Date”) (the “Company”), was 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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> one or more businesses (the “business combination”). </span></div><div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Combination</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On the Closing Date, the Company consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the “Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and LanzaTech NZ, Inc., a Delaware corporation (“Legacy LanzaTech”). Pursuant to the Merger Agreement, on the Closing Date, (i) AMCI changed its name to “LanzaTech Global, Inc.” (“New LanzaTech”), and (ii) Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech as the surviving company in the Business Combination. After giving effect to such Business Combination, Legacy LanzaTech became a wholly owned subsidiary of New LanzaTech. </span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Pursuant to the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of common stock of Legacy LanzaTech (the “Legacy LanzaTech common stock”) was converted into the right to receive 4.374677 shares of common stock, par value $0.0001 per share, of New LanzaTech (the “Common Stock”); (ii) each warrant to purchase Legacy LanzaTech common stock that was outstanding and unexercised immediately prior to the Effective Time and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Business Combination, was automatically exercised or exchanged in full for the applicable shares of Legacy LanzaTech capital stock, and each such share of Legacy LanzaTech capital stock was treated as being issued and outstanding immediately prior to the Effective Time and was cancelled and converted into the right to receive the applicable shares of Common Stock; (iii) each warrant to purchase Legacy LanzaTech common stock that was outstanding and unexercised prior to the Effective Time and was not automatically exercised in full as described in clause (ii) was converted into a warrant to purchase shares of Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant was determined by multiplying the number of shares of Legacy LanzaTech capital stock subject to such warrant immediately prior to the Effective Time, by 4.374677 and (b) the per share exercise price of such New LanzaTech warrant was determined by dividing the per share exercise price of such Legacy LanzaTech warrant immediately prior to the Effective Time by 4.374677, except that in the case of a certain warrant issued by Legacy LanzaTech to ArcelorMittal XCarb S.à r.l on December 8, 2021, such exercise price is $10.00; and (iv) to the extent not converted in full immediately prior to the Effective Time, the Brookfield SAFE was assumed by New LanzaTech and is convertible into 5,000,000 shares of Common Stock. In addition, the accumulated dividends payable to the holders of Legacy LanzaTech preferred shares in connection with the share conversion based on the applicable conversion ratio at the Effective Time were settled by delivery of Common Stock.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Pursuant to the Merger Agreement, at the Effective Time, each Legacy LanzaTech option was converted into New LanzaTech options to purchase a number of shares of Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of Legacy LanzaTech common shares subject to such Legacy LanzaTech option multiplied by (ii) 4.374677. The exercise price of such New LanzaTech options is equal to the quotient of (a) the exercise price per share of such Legacy LanzaTech option in effect immediately prior to the Effective Time divided by (b) 4.374677 (and as so determined, this exercise price will be rounded up to the nearest full cent). Pursuant to the Merger Agreement, at the Effective Time, each Legacy LanzaTech RSA that was outstanding immediately prior to the Effective Time was converted into a New LanzaTech RSA on the same terms and conditions as were applicable to such Legacy LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of Common Stock equal to the number of Legacy LanzaTech common shares subject to such Legacy LanzaTech RSA, multiplied by 4.374677.</span></div><div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Prior to the Business Combination</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, 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, 2022 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. </span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”).</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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”).</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Emerging Growth Company Status</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 consolidated 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.</span></div><div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Risks and Uncertainties</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">IR Act</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">”), 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 “</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Excise Tax</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">”). 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. 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.</span></div><div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Liquidity and Capital Resources</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, the Company had approximately $7,000 in its operating bank account and a working capital deficit of approximately $5.9 million.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s liquidity needs up to December 31, 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 </span></div><div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loan.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the execution of the Merger Agreement, AMCI entered into subscription agreements (as amended on December 7, 2022, the “Initial Subscription Agreements”) with certain investors (the “Initial PIPE Investors”). AMCI entered into additional subscription agreements with certain institutional and accredited investors (the “PIPE Investors”) on October 8, 2022 (as amended on December 7, 2022) and February 6, 2022 (collectively, the “PIPE Subscription Agreements” and together with the subscription agreement between AMCI and ArcelorMittal, the “Subscription Agreements”). Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 18,500,000 shares of common stock in a private placement at a price of $10.00 per share for an aggregate purchase price of $185 million (the “PIPE Investment”). Such aggregate number of shares and aggregate purchase price include 3,000,000 shares of common stock issued to ArcelorMittal pursuant to the AM SAFE with Legacy LanzaTech, as a result of which such PIPE Investor entered into a Subscription Agreement prior to the closing of the Business Combination. The PIPE Investment was consummated in connection with the consummation of the Business Combination. Upon closing of the Business Combination, the Company retained $153 million net of transaction expenses as working capital.</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon closing of the Business Combination, the Company’s immediate sources of liquidity include cash generated from operations, accounts receivable, and existing credit facilities of LanzaTech. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing.</span></div> | |
amci |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
|
1 | item | |
CY2021Q3 | amci |
Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
|
150000000 | usd |
CY2022Q4 | amci |
Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
|
5000001 | usd |
CY2022Q4 | amci |
Proceeds Held In Operating Account For Working Capital Purpose
ProceedsHeldInOperatingAccountForWorkingCapitalPurpose
|
7000 | usd |
amci |
Working Capital Deficit
WorkingCapitalDeficit
|
5900000 | usd | |
CY2022Q4 | us-gaap |
Sale Of Stock Number Of Shares Issued In Transaction
SaleOfStockNumberOfSharesIssuedInTransaction
|
18500000 | shares |
CY2022Q4 | us-gaap |
Sale Of Stock Price Per Share
SaleOfStockPricePerShare
|
10.00 | |
CY2022Q4 | us-gaap |
Sale Of Stock Consideration Received On Transaction
SaleOfStockConsiderationReceivedOnTransaction
|
185000000 | usd |
CY2022Q4 | amci |
Cash Acquired Through Reverse Recapitalization
CashAcquiredThroughReverseRecapitalization
|
153000000 | usd |
CY2022 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Concentration of Credit Risk</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.</span></div> | |
CY2021Q4 | us-gaap |
Cash Fdic Insured Amount
CashFDICInsuredAmount
|
250000 | usd |
CY2021Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | usd |
CY2022 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<div style="margin-bottom:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-bottom:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of consolidated 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 consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is </span></div>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 consolidated 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. | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | shares |
CY2022Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2021Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | shares |
CY2021Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
0 | shares |
CY2022Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | shares |
CY2022Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
0 | shares |
CY2022Q4 | us-gaap |
Class Of Warrant Or Right Number Of Securities Called By Each Warrant Or Right
ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight
|
1 | shares |
CY2022Q4 | amci |
Class Of Warrant Or Right Price Of Warrants Or Rights
ClassOfWarrantOrRightPriceOfWarrantsOrRights
|
11.50 | |
CY2022 | amci |
Warrants And Rights Outstanding Exercisable Term From Closing Of Initial Public Offering
WarrantsAndRightsOutstandingExercisableTermFromClosingOfInitialPublicOffering
|
P30D | |
CY2022 | amci |
Maximum Threshold Period For Filing Registration Statement After Business Combination
MaximumThresholdPeriodForFilingRegistrationStatementAfterBusinessCombination
|
P5Y | |
CY2022Q4 | us-gaap |
Class Of Warrant Or Right Number Of Securities Called By Each Warrant Or Right
ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight
|
1 | shares |
CY2021Q4 | amci |
Outstanding Working Capital Loans
OutstandingWorkingCapitalLoans
|
0 | usd |
CY2022Q4 | amci |
Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
|
3 | item |
CY2021Q3 | amci |
Number Of Shares Subject To Forfeiture
NumberOfSharesSubjectToForfeiture
|
562500 | shares |
CY2021Q3 | amci |
Underwriting Discount Percentage
UnderwritingDiscountPercentage
|
0.01 | |
CY2021Q3 | amci |
Underwriter Cash Discount
UnderwriterCashDiscount
|
1500000 | usd |
CY2021Q3 | amci |
Deferred Underwriting Discount Percentage
DeferredUnderwritingDiscountPercentage
|
0.035 | |
CY2021Q3 | amci |
Deferred Underwriting Discounts
DeferredUnderwritingDiscounts
|
5250000 | usd |
CY2022 | amci |
Adjustment To Additional Paid In Capital Extinguishment Of Deferred Underwriting Commissions On Public Shares
AdjustmentToAdditionalPaidInCapitalExtinguishmentOfDeferredUnderwritingCommissionsOnPublicShares
|
4900000 | usd |
CY2022Q4 | amci |
Deferred Underwriting Discounts
DeferredUnderwritingDiscounts
|
172000 | usd |
CY2022 | us-gaap |
Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
-3000000 | usd |
us-gaap |
Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
|
-1900000 | usd | |
CY2022 | us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
309320 | usd |
us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
0 | usd | |
CY2022 | us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
0 | usd |
us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
0 | usd | |
CY2022 | us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
-15220 | usd |
us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
-290181 | usd | |
CY2022 | us-gaap |
Deferred State And Local Income Tax Expense Benefit
DeferredStateAndLocalIncomeTaxExpenseBenefit
|
0 | usd |
us-gaap |
Deferred State And Local Income Tax Expense Benefit
DeferredStateAndLocalIncomeTaxExpenseBenefit
|
usd | ||
CY2022 | us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
15220 | usd |
us-gaap |
Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
|
290181 | usd | |
CY2022 | us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
309320 | usd |
us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
0 | usd | |
CY2022Q4 | amci |
Deferred Tax Assets Capitalized Start Up And Organization Costs
DeferredTaxAssetsCapitalizedStartUpAndOrganizationCosts
|
305401 | usd |
CY2021Q4 | amci |
Deferred Tax Assets Capitalized Start Up And Organization Costs
DeferredTaxAssetsCapitalizedStartUpAndOrganizationCosts
|
210307 | usd |
CY2022Q4 | us-gaap |
Deferred Tax Assets Operating Loss Carryforwards
DeferredTaxAssetsOperatingLossCarryforwards
|
0 | usd |
CY2021Q4 | us-gaap |
Deferred Tax Assets Operating Loss Carryforwards
DeferredTaxAssetsOperatingLossCarryforwards
|
79874 | usd |
CY2022Q4 | us-gaap |
Deferred Tax Assets Gross
DeferredTaxAssetsGross
|
305401 | usd |
CY2021Q4 | us-gaap |
Deferred Tax Assets Gross
DeferredTaxAssetsGross
|
290181 | usd |
CY2022Q4 | us-gaap |
Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
|
305401 | usd |
CY2021Q4 | us-gaap |
Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
|
290181 | usd |
CY2022Q4 | us-gaap |
Deferred Tax Assets Net
DeferredTaxAssetsNet
|
0 | usd |
CY2021Q4 | us-gaap |
Deferred Tax Assets Net
DeferredTaxAssetsNet
|
0 | usd |
CY2022Q4 | us-gaap |
Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
|
305401 | usd |
CY2021Q4 | us-gaap |
Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
|
290181 | usd |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | usd |
CY2021Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | usd |
CY2022 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Expense
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense
|
0 | usd |
us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Expense
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense
|
0 | usd | |
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.210 | |
us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.210 | ||
CY2022 | amci |
Effective Income Tax Rate Reconciliation Derivative Warrant Liabilities Change In Fair Value Percent
EffectiveIncomeTaxRateReconciliationDerivativeWarrantLiabilitiesChangeInFairValuePercent
|
0.594 | |
amci |
Effective Income Tax Rate Reconciliation Derivative Warrant Liabilities Change In Fair Value Percent
EffectiveIncomeTaxRateReconciliationDerivativeWarrantLiabilitiesChangeInFairValuePercent
|
-8.559 | ||
CY2022 | amci |
Effective Income Tax Rate Reconciliation Derivative Warrant Liabilities Offering Costs Percent
EffectiveIncomeTaxRateReconciliationDerivativeWarrantLiabilitiesOfferingCostsPercent
|
0.000 | |
amci |
Effective Income Tax Rate Reconciliation Derivative Warrant Liabilities Offering Costs Percent
EffectiveIncomeTaxRateReconciliationDerivativeWarrantLiabilitiesOfferingCostsPercent
|
2.140 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Other Adjustments
EffectiveIncomeTaxRateReconciliationOtherAdjustments
|
0.034 | |
us-gaap |
Effective Income Tax Rate Reconciliation Other Adjustments
EffectiveIncomeTaxRateReconciliationOtherAdjustments
|
0 | ||
CY2022 | amci |
Effective Income Tax Rate Reconciliation Capitalized Merger Costs
EffectiveIncomeTaxRateReconciliationCapitalizedMergerCosts
|
-1.119 | |
amci |
Effective Income Tax Rate Reconciliation Capitalized Merger Costs
EffectiveIncomeTaxRateReconciliationCapitalizedMergerCosts
|
0 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
-0.015 | |
us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
6.209 | ||
CY2022 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
-0.296 | |
us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.000 |