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Investments | 12 Months Ended
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Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract] |
Investments | Investments HTM Debt Securities Held to maturity (“HTM”) debt securities are comprised of U.S. Treasury bills and corporate debt securities. HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment.
| December 31, 2024
(in thousands) | Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Estimated Fair Value |  | Accrued Interest
Short-term: |  |  |  |  |  |  |  |  |
Corporate debt securities | $ | 12,374 |  |  | $ | 3 |  |  | $ | (6) |  |  | $ | 12,371 |  |  | $ | 83 |
Total HTM Debt Securities | $ | 12,374 |  |  | $ | 3 |  |  | $ | (6) |  |  | $ | 12,371 |  |  | $ | 83 |
| December 31, 2023
(in thousands) | Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Estimated Fair Value |  | Accrued Interest
Short-term: |  |  |  |  |  |  |  |  |
US Treasury bills and notes | $ | 20,423 |  |  | $ | 6 |  |  | $ | — |  |  | $ | 20,429 |  |  | $ | 14 |
Corporate debt securities | 21,736 |  |  | 14 |  |  | (33) |  |  | 21,717 |  |  | 209 |
Yankee debt securities | 3,000 |  |  | — |  |  | (8) |  |  | 2,992 |  |  | 43 |
Total HTM Debt Securities | $ | 45,159 |  |  | $ | 20 |  |  | $ | (41) |  |  | $ | 45,138 |  |  | $ | 266 |
The Company regularly reviews HTM securities for declines in fair values that are determined to be credit related. As of December 31, 2024 and December 31, 2023, the Company did not have an allowance for credit losses related to HTM securities. Equity investments The Company’s equity investments consisted of the following (in thousands):
|  | December 31,
|  | 2024 |  | 2023
Equity Method Investment in LanzaJet |  | $ | 4,363 |  |  | $ | 7,066 |
Equity Security Investment in SGLT |  | 14,990 |  |  | 14,990 |
Total Investment |  | $ | 19,353 |  |  | $ | 22,056 |
LanzaJet On May 13, 2020, the Company contributed $15,000 in intellectual property in exchange for a 37.5% interest (“Original Interest”) of LanzaJet in connection with an investment agreement (“Investment Agreement”). The Company accounts for the transaction as a revenue transaction with a customer under ASC 606. The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025. Under the Investment Agreement, LanzaTech has a right to receive up to an aggregate of 45,000,000 additional LanzaJet shares for no additional consideration if (i) certain other LanzaJet shareholders make additional investments for the funding of the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet, or (ii) a non-LanzaJet shareholder sublicenses the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waive the requirement on a pro-rata basis. On June 18, 2024, LanzaJet issued to LanzaTech 15,000,000 shares related to the sublicensing of the Company’s technology to a non-LanzaJet shareholder, as the first tranche of the additional consideration per the Investment Agreement. This was accounted for as revenue from contract modification with a cumulative catch-up, net of intra-entity profit elimination, and as an increase in the Company’s equity method investment in LanzaJet. As a result, LanzaTech’s ownership in LanzaJet increased to 37.01%. During the years ended December 31, 2024 and 2023, the Company recognized revenue from this arrangement of $11,297 and $2,249 respectively, net of intra-entity profit elimination and has associated deferred revenue of $5,375 and $5,375 as of December 31, 2024 and 2023, respectively. Net intra-entity profits related to this arrangement were $3,703 and $437 for the years ended December 31, 2024 and 2023, respectively. Intra-entity profits are amortized over a 15-year period through 2034. In connection with the LanzaJet Note Purchase Agreement as described in Note 15 - Related Party Transactions, LanzaJet issued warrants that are exercisable for $0.01 by the holder when the related funds are drawn by LanzaJet. The warrants held by LanzaTech and other lenders meet the accounting criteria for in-substance common stock at the time the related note commitment is drawn by LanzaJet and the warrants become exercisable. LanzaTech committed proportionally fewer funds, and therefore received proportionally fewer warrants than the other investors. Accordingly, when warrants held by other investors become exercisable (and meet the criteria for in-substance common stock), LanzaTech’s ownership is diluted. The Company recorded gain on dilution of $541 and $532 in the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, LanzaJet drew additional funds committed in the LanzaJet Note Purchase Agreement and as a result the Company’s ownership in LanzaJet was diluted to 36.33%. LanzaTech’s ownership is subject to further dilution if LanzaJet draws additional funds committed in the LanzaJet Note Purchase Agreement and the remaining warrants are exercisable by the holders. The carrying value of the Company’s equity method investment in LanzaJet as of December 31, 2024 and 2023 was approximately $2,100 and $3,400 less than its proportionate share of its equity method investees’ book values, respectively. The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which the Company is entitled in exchange for its contribution of intellectual property to LanzaJet as discussed above. The variable consideration the Company may receive will be in the form of additional ownership interests and the majority of the basis difference will be reversed in connection with recognition of that variable consideration. In connection with a sublicense agreement to LanzaJet under the Company’s license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle. The fair value of LanzaTech’s obligation under this guarantee was immaterial as of December 31, 2024 and 2023. The following table presents summarized aggregated financial information of our equity method investment:
| Years Ended December 31,
| 2024 |  | 2023
Selected Statement of Operations Information(1): |  |  |
Revenues | $ | 13,477 |  |  | $ | 4,542 |
Gross profit | 5,209 |  |  | 2,526 |
Net loss | (43,743) |  |  | (14,881) |
Net loss attributable to the Company | $ | (14,775) |  |  | $ | (3,432) |
| Years Ended December 31,
| 2024 |  | 2023
Selected Balance Sheet Information(2): |  |  |
Current assets | $ | 79,060 |  |  | $ | 79,843 |
Non-current assets | 271,019 |  |  | 185,720 |
Current liabilities | (29,069) |  |  | 44,145 |
Non-current liabilities | $ | (303,352) |  |  | $ | 175,899 |
__________________ (1)The income statement amounts reflect LanzaJet’s activity for the years ended December 31, 2024 and 2023. (2)The balance sheet information reflects LanzaJet as of December 31, 2024 and 2023. SGLT On September 28, 2011, the Company contributed RMB 25,800 (approx. $4,000) in intellectual property in exchange for 30% of the registered capital of Beijing Shougang LanzaTech Technology Co., LTD (“SGLT”). Since then, the Company’s interest in SGLT’s registered capital has decreased to approximately 9.31% as a result of investment by new investors. The Company accounts for its investment in equity securities of SGLT using the alternative measurement principles as permitted under ASC 321, Investments - Equity Securities, because SGLT's fair value is not readily determinable. For the years ended December 31, 2024 and 2023, there was no change in the recorded amount of the investment in SGLT. As of December 31, 2024 and 2023, there were no impairments of equity investments. During the years ended December 31, 2024 and 2023, the Company received no dividends from equity investments. See Note 15 - Related Party Transactions, for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with the Company’s equity investments.

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