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Note 11 - Aemetis Biogas LLC - Series A Preferred Financing | 3 Months Ended
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Mar. 31, 2025
Notes to Financial Statements |
Variable Interest Entity Disclosure [Text Block] | 11. Aemetis Biogas LLC – Series A Preferred Financing On December 20, 2018, Aemetis Biogas LLC ("ABGL") entered into a Series A Preferred Unit Purchase Agreement for the sale of Series A Preferred Units to Protair- X Americas, Inc., with Third Eye Capital acting as an agent. ABGL is authorized to issue 11,000,000 common units and 6,000,000 convertible, redeemable, secured, preferred membership units (the “Series A Preferred Units”). ABGL issued 6,000,000 common units to Aemetis, Inc. at a stated value of $5.00 per common unit, and 5,000,000 common units of ABGL are held in reserve as potential conversion units issuable to the Preferred Unit holder upon certain triggering events. From inception of the agreement through 2022, ABGL issued 6,000,000 Series A Preferred Units in exchange for $30.0 million in funding, reduced by a redemption of 20,000 Series A Preferred Units for $0.3 million. The original Preferred Unit Purchase Agreement included requirements for preference payments and mandatory redemption, grant of a security interest to the Preferred Unit holder in all assets of ABGL and its subsidiaries in connection with the preference payments due under the agreement, and several operating covenants. The Preferred Unit Purchase Agreement has been amended multiple times. Most recently, in May 2025, ABGL entered into an agreement entitled Ninth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Ninth Amendment") with an effective date of April 30, 2025, that provides, among other provisions, the requirement for ABGL to redeem all of the outstanding Series A Preferred Units by August 31, 2025, for an aggregate redemption price of $116.8 million which includes a $2 million incremental fee for the PUPA Ninth Amendment. The PUPA Ninth Amendment further provides that if ABGL does not redeem the Series A Preferred Units by the redemption date, ABGL will enter into a credit agreement with Protair- X and Third Eye Capital effective as of September 1, 2025, and maturing August 31, 2026, in substantially the form attached to the PUPA Ninth Amendment and specifies that entry of the credit agreement will satisfy the obligation to redeem the Preferred Units. The credit agreement would bear an interest rate equal to the greater of (i) prime rate plus 10.0% and (ii) 16.0%. We evaluated prior amendments to the Preferred Unit Purchase Agreement in accordance with ASC 470 and we applied troubled debt restructuring accounting, resulting in no gain or loss from the execution of the particular amendment. In addition, consistent with ASC 470-60, the Company accreted the amount of principal and interest due using the effective interest method from the starting liability on the effective date of the amendment to the amount that would be due as of the maturity date of the credit agreement. We expect to apply the same approach to the accounting for the PUPA Ninth Amendment. Following this methodology, t he Company recorded Series A Preferred Unit liabilities of $126.8 million and $126.6 million as long-term liabilities as of March 31, 2025 , and December 31, 2024 , respectively.

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