Preferred Stock and PIPE Warrant |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| Preferred Stock and PIPE Warrant | Preferred Stock and PIPE Warrant Series A Convertible Senior Preferred Stock - Mezzanine Equity On May 7, 2025 (the “Preferred Stock Closing Date”), the Company and the LanzaTech Global SPV, LLC, an entity controlled by a large existing investor (the “Preferred Stockholder”) entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, and Amendment No. 2 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated September 22, 2025, the “Preferred Stock Purchase Agreement”) pursuant to which the Company issued and sold 20,000,000 shares of Series A Convertible Senior Preferred Stock (“Preferred Stock”) to the Preferred Stockholder for $2.00 per share for an aggregate purchase price of $40.0 million (the “Preferred Stock Issuance”), and which shares were convertible at any time at the option of the Preferred Stockholder into 200,000 shares of Common Stock. On January 21, 2026, the Company filed a Second Amended and Restated Certificate of Designation for its Series A Convertible Senior Preferred Stock, which, upon the closing of the January 2026 Financing, resulted in the automatic conversion of all outstanding shares of Preferred Stock into 3,250,322 shares of Common Stock (the “Preferred Stock Conversion”) and eliminated the Preferred Stock’s mandatory redemption provisions. PIPE Warrant Pursuant to the Preferred Stock Purchase Agreement, the Company also agreed to provide the Preferred Stockholder the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the a warrant (the “PIPE Warrant”) that, similar to a structuring fee, would be issued and exercisable 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. The PIPE Warrant with amended terms was issued on January 21, 2026 concurrently with the consummation of the January 2026 Financing. The PIPE Warrant, as amended, provides for the issuance of an aggregate of 7,800,000 shares of Common Stock at an exercise price equal to $0.0000001 per share (subject to adjustments in certain events) and is exercisable at any time prior to 5:00 p.m. New York City time on December 31, 2030 (the “Expiration Time”), and, if unexercised, will be automatically exercised on a cashless (net‑share) basis immediately prior to the Expiration Time. 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 at such date (prior to the Reverse Stock Split) and taking into account the probability that a subsequent financing under the Preferred Stock Purchase Agreement would be consummated. Effective August 18, 2025, following the Authorized Share Increase and the Proportionate Authorized Share Decrease in connection with the Reverse Stock Split, the Company obtained sufficient authorized but unissued shares to be able to settle the PIPE Warrant in shares when it is due. As a result, and in accordance with ASC 815-40, the PIPE Warrant no longer met the criteria for liability classification. The PIPE Warrant was therefore remeasured to fair value immediately prior to reclassification, resulting in a fair value of approximately $16.2 million, and subsequently reclassified from a current liability to Additional Paid-in Capital within stockholders’ equity. Changes in the fair value of the PIPE Warrant were recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive income (loss). Following this reclassification, no further fair value adjustments will be recognized for the PIPE Warrant so long as the settlement conditions continue to permit equity classification.
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