v3.25.2
Fair Value Measurement
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of June 30, 2025 and December 31, 2024 (in thousands):
June 30, 2025
Level 1Level 2Level 3Total
Assets:
Cash equivalents$21,522 $— $— $21,522 
Total assets
$21,522 $— $— $21,522 
Liabilities:
FPA Put Option liability$— $— $30,015 $30,015 
Fixed Maturity Consideration and current portion of the FPA Put Option— — 4,123 4,123 
Brookfield Loan liability— — 19,435 19,435 
PIPE Warrant
— — 28,350 28,350 
Private Placement Warrants— — 89 89 
Public Warrants207 — — 207 
Total liabilities
$207 $— $82,012 $82,219 
 December 31, 2024
 Level 1 Level 2 Level 3Total
Assets:
Cash equivalents$30,136 $— $— $30,136 
Total assets
$30,136 $— $— $30,136 
Liabilities:
Convertible Note$— $— $51,112 $51,112 
FPA Put Option liability— — 30,015 30,015 
Fixed Maturity Consideration— — 4,123 4,123 
Brookfield SAFE liability— — 13,223 13,223 
Private Placement Warrants— — 1,432 1,432 
Public Warrants2,099 — — 2,099 
Total Liabilities
$2,099 $— $99,905 $102,004 
Forward Purchase Agreement
The fair value upon issuance of the FPA (both the FPA Put Option liability and Fixed Maturity Consideration) and subsequent changes in fair value are included in other expense, net in the consolidated statements of operations and comprehensive loss in the corresponding period.
The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral framework through March 31, 2024. Because the stock price already traded below the threshold of $3.00 per share for 49 days out of 50 trading days during a 60-day consecutive trading-day period, management determined that estimating the fair value of the FPA using an accelerated FPA Maturity Date was more appropriate. As such, the model calculated the value of the in-substance written put option and the portion of the Maturity Consideration in excess of the Fixed Maturity Consideration as if the Early Termination Option was exercised on June 30, 2024. Thereafter, the in-substance written put option was calculated as the repurchase of the Recycled Shares at the Share Price minus the Company’s share price as of the reporting date. The
Maturity Consideration was calculated as 7,500,000 multiplied by $2.00 or $15,000, which included the Fixed Maturity Consideration calculated as 7,500,000 less the Terminated Shares multiplied by $2.00, or $3,167.
The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of June 30, 2025 and December 31, 2024:
June 30, 2025December 31, 2024
Stock price$0.27$1.37
Term (in years)00
Expected volatilityN/AN/A
Risk-free interest rateN/AN/A
Expected dividend yield—%—%
The Company filed suit under the FPA against Vellar in July 2024 and fully settled the FPA pursuant to its terms with ACM in October 2024 (see Note 8 - Forward Purchase Agreement and Note 15 - Commitments and Contingencies).
Convertible Note
The Company has elected to measure the Convertible Note using the fair value option under ASC 825. On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note.
The following table represents the inputs used in calculating the fair value of the Convertible Note as of May 7, 2025 and December 31, 2024:
May 7, 2025December 31, 2024
Stock price$0.24$1.37
Term (in years)04.6
Expected volatility—%110.0%
Risk-free interest rate—%4.3%
Expected dividend yield—%—%
Brookfield SAFE
Until its extinguishment on February 14, 2025, the Brookfield SAFE was legal form debt that the Company had elected to measure using the FVO under ASC 825. As of February 14, 2025, no part of the Brookfield SAFE had converted to Company common shares as no qualifying projects had been presented to Brookfield yet. There were no cash flows associated with the Brookfield SAFE termination either.
As of February 14, 2025, the Company expected to present projects to Brookfield to result in the Brookfield SAFE liability being automatically converted into shares at 75%, with the remaining portion to be outstanding until maturity. For the conversion portion, since the liquidity price was set at the Business Combination, the number of shares that Brookfield receives is fixed. Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the converted portion of the initial purchase amount, divided by the liquidity price, multiplied by the stock price.
For the maturity portion, the Brookfield SAFE is not automatically converted prior to maturity. At maturity, the holder could either convert or receive the remaining principal and interest in cash, similar in structure to a standard convertible note. Accordingly, the fair value of the maturity portion was estimated using the Black-Scholes option pricing model. The strike price would be the accrued balance of the Brookfield SAFE at maturity. On a per share basis the strike price would be $14.69 (i.e. $10.00 grown at 8.0% until maturity five (5) years from issuance). The “stock” price input would be the current value of the shares that Brookfield would receive at conversion. On a per share price basis, the stock price input would be the Valuation Date stock price of $0.75. Based on the portion of the Brookfield SAFE expected to
automatically convert and the portion of the Brookfield SAFE expected to remain outstanding until maturity, the estimated fair value of the Brookfield SAFE was $13,274 as of February 14, 2025 prior to its extinguishment.
Significant inputs for Level 3 Brookfield SAFE measurement at February 14, 2025 and December 31, 2024 are as follows:
February 14, 2025December 31, 2024
Initial purchase amount$50,000$50,000
Liquidity price$10.00$10.00
Stock price$0.75$1.37
Term (in years)
0.883.11
Expected volatility
60.0%67.5%
Risk-free interest rate
4.3%4.3%
Expected dividend yield
—%—%
Brookfield Loan
The Brookfield Loan is legal form debt and management has elected to apply the FVO with the Brookfield Loan classified as a mark-to-market liability. As of February 14, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid. There were no cash flows associated with execution of the Brookfield Loan on February 14, 2025, however the initial principal payment of $12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid. The Brookfield Loan accrues interest at a rate of 8.00% per annum, compounded annually.
The fair value of the Brookfield Loan was determined using a scenario-weighted discounted cash flow model on the adjusted remaining portion of the Brookfield Loan which includes the February 21, 2025 repayment and the Company’s expectation to present projects to Brookfield to result in the Brookfield Loan liability being deemed as repaid at 75% and 50% as of February 14, 2025 and June 30, 2025. The remaining portion outstanding is adjusted for two scenarios: in the first scenario, the remaining amount is repaid at maturity and in the second, the remaining amount is assumed to be repaid at the end of the third quarter of 2025.
Significant inputs for Level 3 Brookfield Loan measurement at June 30, 2025 and February 14, 2025 are as follows:
June 30, 2025February 14, 2025
Adjusted remaining amount$23,948$10,123
Term (in years)0.251.46
Discount rate40.0%40.0%
On July 10, 2025, LanzaTech and Brookfield entered into Amendment No. 1 to the Brookfield Loan. See Note 16 - Subsequent Events.
PIPE Warrant
Pursuant to the PIPE Purchase Agreement, the Company also agreed to provide the PIPE Purchaser the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued if and only if certain conditions were satisfied prior to May 7, 2026, including obtaining a required stockholder vote and additional Financing meeting specified criteria. If issued, the PIPE Warrant would provide for the issuance of an aggregate of 780,000,000 shares of common stock at an exercise price equal to $0.0000001 per share (subject to adjustments in certain events, including the Reverse Stock Split, and to be no less than par value of the Company’s common stock) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the PIPE Purchaser’s consent, an Other Financing. If the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.
Irrespective of the PIPE Warrant being a contingent instrument for which the conditions to issuance have not been satisfied, under applicable accounting guidance, the PIPE Warrant was required to be classified as a current liability at May 7, 2025 and to be remeasured at fair value at each balance sheet date, with changes in fair value recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss. As a result, the Company recorded a current liability of $24.9 million as of May 7, 2025 based on the closing stock price of the Company’s common stock of $0.24 and taking into account the probability that a Subsequent Financing would be consummated. As of June 30, 2025, the closing stock price of the Company’s common stock increased to $0.27, resulting in an increase in the fair value of the PIPE Warrant of approximately $3.4 million using the same probability assumption. Changes in fair value of the PIPE Warrant were recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss.
If the Company is unable to consummate a Financing, then the PIPE Warrant will not be issued and will have no accounting value. See Item 1A.-“Risk Factors—There can be no assurance that a Financing will be successfully consummated or achieve the anticipated results”.
Public Warrants and Private Placement Warrants
As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors. Each public warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants. Each private sale warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan. The working capital warrants have the same terms as the private sale of warrants issued at the IPO. Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”. In connection with the IPO, the Company has 7,808,119 Public Warrants and 4,466,081 Private Placement Warrants outstanding as of June 30, 2025.
For the Public Warrants, the Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value. Changes in fair value are recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss. The Company recognized decreases in the fair value of the liability of $1,892 and $2,273 during the six months ended June 30, 2025 and 2024, respectively.
The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the six months ended June 30, 2025, there was no change in fair value compared to a decrease of $2,148 for the prior year period. Changes in fair value are recorded on the consolidated statements of operations and comprehensive loss within other income (expense), net.
The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of June 30, 2025 and December 31, 2024:
June 30, 2025December 31, 2024
Stock price$0.27$1.37
Exercise price$11.50$11.50
Term (in years)2.613.11
Expected volatility110.0%97.5%
Risk-free interest rate3.70%4.28%
Expected dividend yield—%—%
The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands):
Convertible Note
PIPE Warrant
FPA Put OptionFixed Maturity ConsiderationBrookfield SAFEBrookfield LoanPrivate Placement Warrants
Balance as of January 1, 2025
$(51,112)$— $(30,015)$(4,123)$(13,223)$— $(1,432)
Extinguishment of the Brookfield SAFE————13,274 ——
Issuance of PIPE Warrant
— (24,950)— — — — — 
Issuance of the Brookfield Loan—————(19,490)—
Partial settlement of Brookfield Loan—————12,500 —
Conversion of Convertible Note to common stock
8,132 — — — — — — 
(Loss) gain recognized in the consolidated statement of operations and comprehensive loss
42,980 (3,400)— — (51)(12,445)1,343 
Balance as of June 30, 2025$— $(28,350)$(30,015)$(4,123)$— $(19,435)$(89)

FPA Put OptionFixed Maturity ConsiderationBrookfield SAFEPrivate Placement Warrants
Balance as of January 1, 2024$(37,523)$(7,228)$(25,150)$(3,914)
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss
(22,980)(1,018)15,900 2,148 
Balance as of June 30, 2024$(60,503)$(8,246)$(9,250)$(1,766)