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Reverse Recapitalization | 12 Months Ended
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Dec. 31, 2024
Reverse Recapitalization [Abstract] |
Reverse Recapitalization | Reverse Recapitalization On February 8, 2023, Legacy LanzaTech and AMCI consummated the merger contemplated by the Merger Agreement (see Note 1 - Description of the Business). Immediately following the Business Combination, there were 196,222,737 shares of common stock outstanding with a par value of $0.0001. Additionally, there were outstanding warrants to purchase 12,574,200 shares of common stock. As discussed in Note 2 - Summary of Significant Accounting Policies, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method, while AMCI was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of pre-combination Legacy LanzaTech issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination Legacy LanzaTech. Reported shares and earnings per share available to holders of the Company’s common stock and preferred shares, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination (approximately one pre-combination Legacy LanzaTech share to 4.3747 of the Company’s shares). Upon closing of the Business Combination, the shareholders of AMCI, including AMCI founders, were issued 10,398,374 shares of common stock of the Company. In connection with the closing, holders of 8,351,626 shares of common stock of AMCI were redeemed at a price per share of approximately $10.16. In connection with the Closing, 18,500,000 shares of common stock of the Company were issued to PIPE investors. 15,500,000 of those shares were issued at a price per share of $10.00. The remaining 3,000,000 shares were issued upon conversion of the ArcelorMittal SAFE liability, initially issued in December 2021. The Company incurred $7,223 in transaction costs relating to the Business Combination and recorded those costs against Additional paid-in capital in the consolidated balance sheets. The number of shares of Class A common stock issued and outstanding immediately following the consummation of the Business Combination and PIPE financing were:
| 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 | %
The following table reconciles the elements of the Business Combination and PIPE financing to the consolidated statements of cash flows:
| Recapitalization
Cash - AMCI trust account 1 | $ | 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 |
______________ (1)The cash from the AMCI trust account is net of redemptions and the payment of pre-combination AMCI expenses. The following table reconciles the elements of the Business Combination and PIPE financing to the change in Additional paid-in capital on the consolidated statement of changes in redeemable preferred stock and shareholders' equity/deficit:
| 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 |
Redeemable, Convertible Preferred Stock Prior to the Business Combination, the Company had six outstanding series of contingently redeemable convertible preferred stock. All redeemable, convertible preferred stock was converted into common shares on the Closing Date of the Business Combination on a 1:1 basis. Immediately before the conversion, all cumulative dividends were declared, totaling a dividend payable of $241,529. This dividend was paid in-kind and subsequently converted, as a result of the Business Combination, into an additional 24,152,942 common shares. After the in-kind dividend payment and the conversion, the former preferred shareholders held 153,895,644 common shares.

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