XML 235 R14.htm IDEA: XBRL DOCUMENT
v3.26.1

Investments | 12 Months Ended
--- | ---
Dec. 31, 2025
Equity Method Investments and Joint Ventures [Abstract] |
Investments | Investments HTM Debt Securities Held to maturity (“HTM”) debt securities are comprised of 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 | $ | 12,374 |  |  | $ | 3 |  |  | $ | (6) |  |  | $ | 12,371 |  |  | $ | 83 |
As of December 31, 2025, the Company did not have any HTM debt securities. As of December 31, 2024, the Company did not have an allowance for credit losses related to HTM securities. Equity investments As of December 31, 2025 and December 31, 2024, the Company’s equity investments consisted of the following (in thousands):
|  | As of
|  | December 31, 2025 |  | December 31, 2024
Equity Method Investment in LanzaJet |  | $ | 13,272 |  |  | $ | 4,363 |
Equity Security Investment in SGLT |  | 14,990 |  |  | 14,990 |
Total Investment |  | $ | 28,262 |  |  | $ | 19,353 |
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 (“Original 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 Original Investment Agreement, LanzaTech had 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 made 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 sublicensed the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waived the requirement on a pro-rata basis (the “SPE Investment Condition”). 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 Original 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% as of June 30, 2024. On October 16, 2025, the Company and other investment parties entered into (i) a Second Amended and Restated Investment Agreement (the “Second A&R LanzaJet Investment Agreement”), (ii) a Second Amended and Restated Stockholders’ Agreement, and (iii) an amendment to the LanzaJet License Agreement (collectively, the “LanzaJet Amendments”). These amendments updated the structure of the LanzaJet agreements and reflected other modifications agreed to by the LanzaJet investment parties. Among other changes, the Second A&R LanzaJet Investment Agreement eliminated the SPE Investment Condition and provided that LanzaJet would issue to the Company (1) a second tranche of 15,000,000 LanzaJet shares on a date promptly following the execution of the Second A&R LanzaJet Investment Agreement and (2) a third tranche of 15,000,000 LanzaJet shares no later than December 31, 2025, subject to achieving a certain development milestone. On December 16, 2025, LanzaTech received its final tranches of LanzaJet common stock, which increases the Company’s ownership percentage and non-controlling interest in LanzaJet to 53.16%. These issuances were made pursuant to the Second A&R LanzaJet Investment Agreement and represent the final equity tranches under that agreement. The shares were issued in accordance with pre-agreed terms and do not reflect any new capital investment by LanzaTech. During the years ended December 31, 2025 and 2024, the Company recognized revenue from this arrangement of $19,843 and $11,297, respectively. Net intra-entity profits related to this arrangement were $15,533 and $3,703 for the years ended December 31, 2025 and 2024, respectively. Intra-entity profits are amortized over a 15-year period through 2034. In connection with the LanzaJet Note Purchase Agreement (see Note 15 — Related Party Transactions), LanzaJet issued warrants to its lenders that became exercisable at an exercise price of $0.01 (at such time, prior to the Reverse Stock Split) upon the drawdown of the related funding commitments. The warrants are considered in-substance common stock under U.S. GAAP once the associated funding is drawn and the warrants become exercisable. The Company committed a proportionally smaller amount of funding relative to other participating investors and, as a result, received fewer warrants. Accordingly, when warrants held by other investors become exercisable and meet the criteria for in-substance common stock, the Company’s ownership interest in LanzaJet would be diluted. All such warrants became exercisable during the year ended December 31, 2024. The Company recorded a gain on dilution of $0 and $541 during the years ended December 31, 2025 and 2024, respectively. The carrying value of the Company’s equity method investment in LanzaJet as of December 31, 2025 was $13,272. As of December 31, 2024, the carrying value of the Company’s equity method investment in LanzaJet was $2,100 less than its proportionate share of its equity method investees’ book values. The carrying value balance went to zero during the first fiscal quarter of 2025 as a result of recording losses against the balance. Additional losses recorded in the second fiscal quarter were taken against the loans receivable balance bringing it to zero. The increase in equity method investment is a result of LanzaJet sublicensing the Company’s technology to two of their customers in the fourth quarter of this year. Any future losses will be first applied to this investment balance in accordance with equity method accounting. The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet until profits exceed off-balance sheet losses in which those profits will be recorded to Income (loss) from equity method investees, net in our consolidated statements of operations and comprehensive loss. In connection with a sublicense agreement to LanzaJet (the “LanzaJet License Agreement”) under the Company’s license agreement (the “Battelle License”) 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, 2025 and 2024. The following table presents summarized aggregated financial information of our LanzaJet equity method investment (in thousands):
| Years Ended December 31,
| 2025 |  | 2024
Selected Statement of Operations Information: |  |  |
Revenues | $ | 13,399 |  |  | $ | 13,477 |
Gross profit | 8,352 |  |  | 5,209 |
Net loss | (92,187) |  |  | (43,743) |
Net loss attributable to the Company(1) | $ | (34,244) |  |  | $ | (14,775) |
| As of
| December 31, 2025 |  | December 31, 2024
Selected Balance Sheet Information: |  |  |
Current assets | $ | 17,695 |  |  | $ | 79,060 |
Non-current assets | 268,358 |  |  | 271,019 |
Current liabilities | 29,970 |  |  | 29,069 |
Non-current liabilities | $ | 329,235 |  |  | $ | 303,352 |
__________________ (1)Net loss attributable to the Company in 2025 includes off balance sheet losses of $21.7 million. See Note 15 — Related Party Transactions, for information on our off balance sheet losses. 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, 2025 and 2024, there was no change in the recorded amount of the investment in SGLT. As of December 31, 2025 and 2024, there were no impairments of equity investments. During the years ended December 31, 2025 and 2024, 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.

X
- References No definition available. + Details
Name: | us-gaap_EquityMethodInvestmentsAndJointVenturesAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for investment. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 320 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/320/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Topic 321 -Publisher FASB -URI https://asc.fasb.org/321/tableOfContent Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Topic 325 -Publisher FASB -URI https://asc.fasb.org/325/tableOfContent + Details
Name: | us-gaap_InvestmentTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration