LanzaTech Global, Inc 10-Q/A for FY2023 Q2

LanzaTech Global, Inc. (LNZA)

10-Q/A 2023-12-04 For: 2023-06-30

Added on April 10, 2026

About this 10-Q/A

LanzaTech Global, Inc filed this 10-Q/A on December 4, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $12.92M; up 31.1% from $9.85M a year earlier
Net loss: $26.79M; compared with a net loss of $15.93M a year earlier
Diluted EPS: -$0.14; compared with -$2.77 a year earlier

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Delaware						92-2018969
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	LNZA	Nasdaq Capital Market
Warrants	LNZAW	Nasdaq Capital Market


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


Part I - Financial Information			3
Item 1. Financial Statements.			3
Condensed Consolidated Balance Sheets as of June 30, 2023 (restated, unaudited) and December 31, 2022			3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 (unaudited)			4
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity/Deficit for the three and six months ended June 30, 2023 (restated, unaudited) and 2022 (unaudited)			5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)			7
Notes to the Condensed Consolidated Financial Statements (restated, unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			37
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			55
Item 4. Controls and Procedures.			56
Part II - Other Information
Item 1. Legal Proceedings.			58
Item 1A. Risk Factors.			58
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			58
Item 3. Defaults Upon Senior Securities.			58
Item 4. Mine Safety Disclosures.			58
Item 5. Other Information.			58
Item 6. Exhibits.			58
Signatures			60


	As of
	June 30, 2023		December 31, 2022
	as Restated
Assets
Current assets:
Cash and cash equivalents	$	110,719	$	83,045
Debt security investments	49,704		—
Trade and other receivables, net of allowance	7,766		11,695
Contract assets	21,776		18,000
Other current assets	18,952		11,157
Total current assets	208,917		123,897
Property, plant and equipment, net	22,280		19,689
Right-of-use assets	6,582		6,969
Equity method investment	10,164		10,561
Equity security investment	14,990		14,990
Other non-current assets	5,600		750
Total assets	$	268,533	$	176,856
Liabilities, Contingently Redeemable Preferred Stock, and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	11,153	$	7,455
Other accrued liabilities	3,639		4,502
AM SAFE liability	—		28,986
Warrants	8,422		4,108
Contract liabilities	2,952		3,101
Accrued salaries and wages	5,093		7,031
Current lease liabilities	1,356		798
Total current liabilities	32,615		55,981
Non-current lease liabilities	6,038		6,615
Non-current contract liabilities	9,480		10,760
FPA Put Option liability	26,743		—
Fixed Maturity Consideration	6,737		—
Brookfield SAFE liability	34,150		50,000
Other long-term liabilities	1,679		1,591
Total liabilities	117,442		124,947

Contingently Redeemable Preferred Stock
Redeemable convertible preferred stock, $0.0001 par value; 20,000,000 and 130,133,670 shares authorized, — and 129,148,393 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	—		480,631
Shareholders’ Deficit
Common stock, $0.0001 par value; 400,000,000 and 158,918,093 shares authorized, 195,674,502 and 10,422,051 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	19		1
Additional paid-in capital	936,157		24,782
Accumulated other comprehensive income	2,787		2,740
Accumulated deficit	(787,872)		(456,245)
Total shareholders’ equity (deficit)	$	151,091	$	(428,722)
Total liabilities, contingently redeemable preferred stock, and shareholders' equity	$	268,533	$	176,856


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Revenue:
Revenue from contracts with customers - services	$	10,372	$	7,139	$	17,957	$	13,602
Revenue from contracts with customers - tangible products	1,007		982		1,007		1,722
Revenue from collaborative arrangements	462		973		1,550		973
Revenue from related party transactions	1,076		758		2,049		1,412
Total revenue	12,917		9,852		22,563		17,709

Cost and operating expenses:
Cost of revenue from contracts with customers - services (exclusive of depreciation shown below)	(9,631)		(6,417)		(16,973)		(11,613)
Cost of revenue from contracts with customers - tangible products (exclusive of depreciation shown below)	(727)		(312)		(727)		(876)
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)	(419)		(471)		(826)		(471)
Cost of revenue from related party transactions (exclusive of depreciation shown below)	(50)		(227)		(91)		(296)
Research and development expense	(18,908)		(13,237)		(35,194)		(25,598)
Depreciation expense	(1,348)		(1,163)		(2,605)		(2,222)
Selling, general and administrative expense	(12,452)		(7,146)		(29,287)		(12,224)
Total cost and operating expenses	(43,535)		(28,973)		(85,703)		(53,300)
Loss from operations	(30,618)		(19,121)		(63,140)		(35,591)
Other income (expense):
Interest income, net	1,701		(5)		1,915		(5)
Other expense, net	2,001		102		(28,395)		76
Total other income (expense), net	3,702		97		(26,480)		71
Loss before income taxes	(26,916)		(19,024)		(89,620)		(35,520)
Income tax expense	—		—		—		—
Gain (loss) from equity method investees, net	130		3,095		(478)		2,813
Net loss	$	(26,786)	$	(15,929)	$	(90,098)	$	(32,707)

Other comprehensive loss:
Foreign currency translation adjustments	96		(355)		47		(383)
Comprehensive loss	$	(26,690)	$	(16,284)	$	(90,051)	$	(33,090)

Unpaid cumulative dividends on preferred stock	—		(9,654)		(4,117)		(19,177)
Net loss allocated to common shareholders	$	(26,786)	$	(25,583)	$	(94,215)	(51,884)

Net loss per common share - basic and diluted	$	(0.14)	$	(2.77)	$	(0.60)	$	(5.63)
Weighted-average number of common shares outstanding - basic and diluted	195,537,601		9,222,214		156,472,730		9,222,870


	Redeemable Convertible Preferred Stock			Common Stock Outstanding			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders' Equity / (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	29,521,810	$	480,631	2,382,358	$	—	$	24,783	$	(456,245)	$	2,740	$	(428,722)
Retroactive application of recapitalization	99,626,583	—		8,039,693	1		(1)		—		—		—
Adjusted balance, beginning of period	129,148,393	480,631		10,422,051	1		24,782		(456,245)		2,740		(428,722)
Stock-based compensation expense	—	—		—	—		3,505		—		—		3,505
RSA vesting	—	—		2,535,825	—		—		—		—		—
Repurchase of equity instruments	—	—		(771,141)	—		(7,650)		—		—		(7,650)
Net loss	—	—		—	—		—		(63,312)		—		(63,312)
Issuance of common stock upon exercise of options	—	—		470,843	—		746		—		—		746
Exercise of a warrant, Series C and D Preferred Stock	594,309	5,890		—	—		—		—		—		—
In-kind payment of preferred dividend	—	241,529		—	—		—		(241,529)		—		(241,529)
Conversion of preferred stock into common stock	(129,742,702)	(728,050)		153,895,644	15		728,035		—		—		728,050
Recapitalization, net of transaction expenses (Note 3)	—	—		28,898,374	3		236,970		—		—		236,973
Forward Purchase Agreement prepayment	—	—		—	—		(60,547)		—		—		(60,547)
Reclassification of warrants to equity	—	—		—	—		1,800		—		—		1,800
Foreign currency translation	—	—		—	—		—		—		(49)		(49)
Balance as of March 31, 2023, as Restated	—	$	—	195,451,596	$	19	$	927,641	$	(761,086)	$	2,691	$	169,265
Stock-based compensation expense	—	—		—	—		5,122		—		—		5,122
Net loss	—	—		—	—		—		(26,786)		—		(26,786)
Issuance of common stock upon exercise of options	—	—		222,906	—		331		—		—		331
Reclassification of warrants to equity	—	—		—	—		3,063		—		—		3,063
Foreign currency translation	—	—		—	—		—		—		96		96
Balance as of June 30, 2023, as Restated	—	$	—	195,674,502	$	19	$	936,157	$	(787,872)	$	2,787	$	151,091


	As of June 30, 2023
	As Previously Reported		Adjustments		As Restated
Condensed Consolidated Balance Sheet
Prepaid forward contract derivative	33,804		(33,804)		—
Total assets	$	302,337	$	(33,804)	$	268,533
FPA Put Option liability	—		26,743		26,743
Total liabilities	$	90,699	$	26,743	$	117,442
Additional paid-in capital	996,704		(60,547)		936,157
Total shareholders’ equity (deficit)	$	211,638	$	(60,547)	$	151,091
Total liabilities, contingently redeemable preferred stock, and shareholders' equity	$	302,337	$	(33,804)	$	268,533

	Period Ended June 30, 2023
	As Previously Reported		Adjustments		As Restated
Condensed Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity/ Deficit
Forward Purchase Agreement prepayment	—		(60,547)		(60,547)
Additional Paid-in Capital - balance at March 31, 2023	988,188		(60,547)		927,641
Total shareholders’ deficit - balance at March 31, 2023	$	229,812	$	(60,547)	$	169,265
Additional Paid-in Capital - balance at June 30, 2023	996,704		(60,547)		936,157
Total shareholders’ deficit - balance at June 30, 2023	$	211,638	$	(60,547)	$	151,091


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


	Recapitalization
Cash - AMCI trust account1	$	64,090
Cash - PIPE financing	155,000
Less: Transaction costs allocated to equity	(5,709)
Effect of the Business Combination and PIPE financing	$	213,381


	Recapitalization
Cash - AMCI trust account	$	64,090
Public Warrants and Private Placement Warrants recorded on the Closing Date	(4,624)
Cash - PIPE financing	155,000
Conversion of the AM SAFE	29,730
Transaction costs allocated to equity	(7,223)
	$	236,973
Less: par value of shares held by PIPE investors and public stockholders	(3)
Total additional paid-in capital from recapitalization	$	236,970


	June 30,
	2023	2022
Redeemable convertible preferred stock (if converted)	—	129,148,393
Options	17,423,238	16,633,612
RSUs	6,901,360	—
RSAs	—	2,535,825
Brookfield SAFE	5,000,000	—
Warrants	16,657,686	985,278
Total	45,982,284	149,303,108


	Current Contract Assets		Current Contract Liabilities		Non-current Contract Liabilities
Balance as of January 1, 2023	$	18,000	$	3,101	$	10,760
Additions to unbilled accounts receivable	23,684		—		—
Increases due to cash received	—		515		—
Unbilled accounts receivable recognized in trade receivables	(20,016)		—		—
Increase on revaluation on currency	108		—		64
Reclassification from long-term to short-term	—		1,344		(1,344)
Reclassification to revenue as a result of performance obligations satisfied	—		(2,008)		—
Balance as of June 30, 2023	$	21,776	$	2,952	$	9,480


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Contract Types:
Licensing	$	815	$	540	$	1,369	$	1,080
Engineering and other services	8,878		5,367		14,678		9,675
Biorefining revenue	$	9,693	$	5,907	$	16,047	$	10,755

Joint development agreements	1,080		1,420		3,116		2,447
Contract research	1,137		1,543		2,393		2,785
Joint development and contract research revenue	$	2,217	$	2,963	$	5,509	$	5,232

CarbonSmart (tangible product)	1,007		982		1,007		1,722

Total Revenue	$	12,917	$	9,852	$	22,563	$	17,709


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
North America	$	2,314	$	3,910	$	6,547	$	7,949
Europe, Middle East, Africa (EMEA)	9,646		3,784		14,356		6,607
Asia	418		1,853		468		2,263
Australia	539		305		1,192		890
Total Revenue	$	12,917	$	9,852	$	22,563	$	17,709


	As of
	June 30, 2023		March 31, 2023
Amortized cost, net of accrued interest	$	49,611	$	49,103
Accrued interest	93		30
Total	$	49,704	$	49,133

Aggregate Fair Value	49,593		49,098
Gross unrealized gains	5		1
Gross unrealized losses	(23)		(6)


	June 30, 2023
Stock price	$	6.83
Term (in years)	2.61
Expected volatility	50.0		%
Risk-free interest rate	4.59		%
Expected dividend yield	—		%


	Fair Value Measurement as of
	June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	31,665	$	—	$	—	$	31,665
Total assets	$	31,665	$	—	$	—	$	31,665

Liabilities:
FPA Put Option liability	$	—	$	—	$	26,743	$	26,743
Fixed Maturity Consideration	—		—		6,737		6,737
Brookfield SAFE liability	—		—		34,150		34,150
Private placement warrants	—		—		5,347		5,347
Public warrants	3,075		—		—		3,075
Total liabilities	$	3,075	$	—	$	72,977	$	76,052


	December 31, 2022
Stock price	$	5.21
Weighted average exercise price	$	3.96
Term (in years)	1.1
Expected volatility	73.4		%
Risk-free interest rate	4.47		%
Expected dividend yield	—		%


	May 13, 2023
Stock price	$	3.42
Weighted average exercise price	$	10.00
Term (in years)	4.87
Expected volatility	54.0		%
Risk-free interest rate	3.46		%
Expected dividend yield	—		%


	Near Term		Long-Term
Key assumptions:
Probability weighting	61	%	39	%
Time to conversion (in years)	0.1		0.8
Liquidity price	100	%	90	%
Discount rate	24.7	%	24.7	%


	February 8, 2023
Stock price	$	9.91
Term (in years)	5.00
Expected volatility	70.0		%
Risk-free interest rate	3.82		%
Expected dividend yield	—		%


	June 30, 2023
Initial purchase amount	$	50,000
Liquidity price	$	10.00
Stock price	$	6.83


	FPA Put Option liability		Fixed Maturity Consideration		Shortfall Warrants		Warrants on Preferred Shares		AM SAFE liability		AM SAFE warrant		Brookfield SAFE		Private placement warrants
Balance as of January 1, 2023	$	—	$	—	$	—	$	(2,119)	$	(28,986)	$	(1,989)	$	(50,000)	$	—
Recognized as a result of the Business Combination	—		—		—		—		—		—		—		(2,148)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(26,743)		(6,737)		(3,063)		(3,770)		(744)		189		15,850		(3,199)
Conversion of warrants to preferred shares	—		—		—		5,889		—		—		—		—
Conversion of SAFE liability	—		—		—		—		29,730		—		—		—
Conversion of warrant to equity classification	—		—		3,063		—		—		1,800		—		—

Balance as of June 30, 2023	$	(26,743)	$	(6,737)	$	—	$	—	$	—	$	—	$	(34,150)	$	(5,347)


	Number of RSUs (thousands)		Weighted Average Grant Date Fair Value
	Time-based	Market-based
January 1, 2023	—	—	$	—
Granted	3,082	3,830	2.43
Vested	—	—	—
Cancelled/forfeited	(11)	—	3.45
June 30, 2023	3,071	3,830	$	2.43


	Shares under option (thousands)	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (thousands)
Outstanding at January 1, 2023	14,661	$	1.48	5.80	$	58,565
Vested and expecting to vest at January 1, 2023	14,661	1.48		5.80	58,565
Exercisable at January 1, 2023	11,203	$	1.44	5.15	$	45,204
Granted	3,556	3.77		—	594
Exercised	(699)	1.55		—	2,337
Cancelled/forfeited	(100)	1.30		—	693
Outstanding at June 30, 2023	17,418	$	1.94	6.41	$	85,948
Vested and expecting to vest at June 30, 2023	17,418	1.94		6.41	85,948
Exercisable at June 30, 2023	11,240	$	1.48	5.11	$	60,321


	Shares Authorized	Shares Issued and Outstanding	Issue Price	Carrying Amount
Series A	20,414,445	20,414,445	$0.40 - $0.90	$	12,230
Series B	7,582,934	7,582,934	2.37	18,000
Series C	18,613,084	18,121,698	3.36	60,850
Series D	44,946,572	44,452,681	4.56	188,402
Series E	22,678,139	22,678,139	5.23	118,076
Series F	15,898,496	15,898,496	5.23	83,073
	130,133,670	129,148,393		$	480,631


	Three Months Ended June 30,				Change
(In thousands, except for percentages)	2023		2022		2023 vs. 2022
GAAP Measures:
Revenue	$	12,917	$	9,852	$	3,065	31	%
Net Loss	(26,786)		(15,929)		(10,857)		68	%
Key Performance Indicators:
One-Time Revenue	11,459		8,982		2,477		28	%
Recurring Revenue (1)	1,458		870		588		68	%
Total Revenue	$	12,917	$	9,852	$	3,065	31	%
Cost of Revenues (ex. Depreciation) (2)	(10,827)		(7,427)		(3,400)		46	%
Selling, general & administrative	(12,452)		(7,146)		(5,306)		74	%
Adjusted EBITDA (3)	$	(23,823)	$	(17,886)	(5,937)		33	%


			(in thousands of tonnes per annum)
Capacity as of June 30, 2022			90
Additions			60
Capacity as of June 30, 2023			150


	Three Months Ended March 31,
(In thousands)	2023		2022
Net Loss	$	(63,312)	$	(16,778)
Depreciation	1,257		1,059
Interest income	(214)		—

Stock-based compensation expense and change in fair value of SAFE and warrant liabilities (1)	(17,474)		678
Change in fair value of the prepaid forward contract derivative and Fixed Maturity Consideration	51,109		—
Transaction costs on issuance of Forward Purchase Agreement	451		—
Loss from equity method investees, net	608		282
Adjusted EBITDA	$	(27,575)	$	(14,759)
One-time costs related to the Business Combination and initial securities registration (2)	4,062		—
Adjusted EBITDA (Recast)	$	(23,513)	$	(14,759)


Exhibit						Description
3.1**						Amended and Restated Certificate of Incorporation of LanzaTech Global, Inc., (incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).
3.2**						Amended and Restated Bylaws of LanzaTech Global, Inc. (incorporated by reference to Exhibit 3.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).
31.1*						Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2*						Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1*+						Certification of Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101						The following financial information from LanzaTech Global Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity/Deficit, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


Date: December 1, 2023	By: /s/ Jennifer Holmgren
		Jennifer Holmgren
		Chief Executive Officer
		(Principal Executive Officer)


Date: December 1, 2023	By: /s/ Geoff Trukenbrod
		Geoff Trukenbrod
		Chief Financial Officer
		(Principal Financial Officer)


Date: December 1, 2023	By:	/s/ Jennifer Holmgren
		Jennifer Holmgren
		Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Geoff Trukenbrod
		Geoff Trukenbrod
		Chief Financial Officer
		(Principal Financial Officer)