LanzaTech Global, Inc.LNZA
LanzaTech Global, Inc. Fair Value Disclosure
Fair Value
The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2024 and December 31, 2023 (in thousands):
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | 30,136 | $ | — | $ | — | $ | 30,136 | |||||||||||||||
Total assets | $ | 30,136 | $ | — | $ | — | $ | 30,136 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Convertible Note | $ | — | $ | — | $ | 51,112 | $ | 51,112 | |||||||||||||||
| FPA Put Option liability | — | — | 30,015 | 30,015 | |||||||||||||||||||
| Fixed Maturity Consideration and current portion of the FPA Put Option | — | — | 4,123 | 4,123 | |||||||||||||||||||
| Brookfield SAFE liability | — | — | 13,223 | 13,223 | |||||||||||||||||||
| Private Placement Warrants | — | — | 1,432 | 1,432 | |||||||||||||||||||
| Public Warrants | 2,099 | — | — | 2,099 | |||||||||||||||||||
Total liabilities | $ | 2,099 | $ | — | $ | 99,905 | $ | 102,004 | |||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | 28,058 | $ | — | $ | — | $ | 28,058 | |||||||||||||||
Total assets | $ | 28,058 | $ | — | $ | — | $ | 28,058 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| FPA Put Option liability | $ | — | $ | — | $ | 37,523 | $ | 37,523 | |||||||||||||||
| Fixed Maturity Consideration | — | — | 7,228 | 7,228 | |||||||||||||||||||
| Brookfield SAFE liability | — | — | 25,150 | 25,150 | |||||||||||||||||||
| Private Placement Warrants | — | — | 3,915 | 3,915 | |||||||||||||||||||
| Public Warrants | 3,699 | — | — | 3,699 | |||||||||||||||||||
Total Liabilities | $ | 3,699 | $ | — | $ | 73,816 | $ | 77,515 | |||||||||||||||
Forward Purchase Agreement
The fair value upon issuance of the FPA (both the FPA Put Option liability and Fixed Maturity Consideration) and subsequent changes in fair value are included in other expense, net in the consolidated statements of operations and comprehensive loss in the corresponding period.
The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral framework through March 31, 2024. Because the stock price already traded below the threshold of $3.00 per share for 49 days out of 50 trading days during a 60-day consecutive trading-day period, management determined that estimating the fair value of the FPA using an accelerated FPA Maturity Date was more appropriate. As such, the model calculated the value of the in-substance written put option and the portion of the Maturity Consideration in excess of the Fixed Maturity Consideration as if the Early Termination Option was exercised on June 30, 2024. Thereafter, the in-substance written put option was calculated as the repurchase of the Recycled Shares at the Share Price minus the Company’s share price as of the reporting date. The
Maturity Consideration was calculated as 7,500,000 multiplied by $2.00 or $15,000, which included the Fixed Maturity Consideration calculated as 7,500,000 less the Terminated Shares multiplied by $2.00, or $3,167.
The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of December 31, 2024 and December 31, 2023:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Stock price | $ | 1.37 | $ | 5.03 | |||||||
| Term (in years) | 0 | 2.11 | |||||||||
| Expected volatility | N/A | 50.0 | % | ||||||||
| Risk-free interest rate | N/A | 4.16 | % | ||||||||
| Expected dividend yield | — | % | — | % | |||||||
The Company has filed suit against Vellar in July 2024 under the FPA and fully settled with ACM in October 2024 (see Note 9 - Forward Purchase Agreement and Note 17 - Commitments and Contingencies)
Convertible Note
The Company has elected to measure the Convertible Note using the fair value option under ASC 825. As of December 31, 2024, no part of the Convertible Note had converted into the Company’s common stock as no Qualified Equity Financing nor Non-Qualifying Financing events have occurred and the holder had not exercised its right to convert. The fair value of the Convertible Note was estimated using a binomial lattice model. At issuance, the Company recognized the Convertible Note liability at a fair value of $40,150 on August 6, 2024. Subsequently, the Company remeasured the liability and recognized a decrease of approximately $11,743 on the consolidated statements of operations and comprehensive loss within Other expense, net, representing the change in fair value from the initial closing to December 31, 2024, and $781 attributable to the change in the instrument-specific credit risk in other comprehensive income.
The following table represents the inputs used in calculating the fair value of the Convertible Note as of December 31, 2024 and August 6, 2024:
| December 31, 2024 | August 6, 2024 | ||||||||||
| Stock price | $ | 1.37 | $ | 1.40 | |||||||
| Term (in years) | 4.60 | 5 | |||||||||
| Expected volatility | 110.0 | % | 85.0 | % | |||||||
| Risk-free interest rate | 4.3 | % | 3.70 | % | |||||||
| Expected dividend yield | — | % | — | % | |||||||
Brookfield SAFE
The Brookfield SAFE is legal form debt that the Company has elected to measure using the FVO under ASC 825. As of December 31, 2024, no part of the Brookfield SAFE had converted to Company common shares as no qualifying projects had been presented to Brookfield yet. There were no cash flows associated with the Brookfield SAFE as of December 31, 2024.
As of December 31, 2024, the Company expected to present projects to Brookfield to result in the Brookfield SAFE liability being automatically converted into shares at 75% with remaining portion to be outstanding until maturity. For the conversion portion, since the liquidity price was set at the Business Combination, the number of shares that Brookfield receives is fixed. Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the converted portion of initial purchase amount, divided by the liquidity price, multiplied by the stock price.
For the maturity portion, the Brookfield SAFE is not automatically converted prior to maturity. At maturity, the holder could either convert or receive the remaining principal and interest in cash, similar in structure to a standard convertible note. Accordingly, the fair value of the maturity portion was estimated using the Black-Scholes option pricing model. The strike price would be the accrued balance of the Brookfield SAFE at maturity. On a per share basis the strike price would be $14.69 (i.e. $10.00 grown at 8.0 percent until maturity five (5) years from issuance). The “stock” price
input would be the current value of the shares that Brookfield would receive at conversion. On a per share price basis, the stock price input would be the Valuation Date stock price of $1.37. Based on the portion of the Brookfield SAFE expected to automatically convert and the portion of the Brookfield SAFE expected to remain outstanding until maturity, the estimated fair value of Brookfield SAFE was 13,223 as of December 31, 2024, which is recorded on the consolidated balance sheets.
On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into a Loan Agreement as defined in Note 19 - Subsequent Events.
Significant inputs for Level 3 Brookfield SAFE measurement at December 31, 2024 and December 31, 2023 are as follows:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Initial purchase amount | $ | 50,000 | $ | 50,000 | |||||||
| Liquidity price | $ | 10.00 | $ | 10.00 | |||||||
| Stock price | $ | 1.37 | $ | 5.03 | |||||||
Term (in years) | 3.11 | N/A | |||||||||
Expected volatility | 67.5 | % | N/A | ||||||||
Risk-free interest rate | 4.3 | % | N/A | ||||||||
Expected dividend yield | — | % | N/A | ||||||||
Public Warrants and Private Placement Warrants
For the Public Warrants, the Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value. Changes in fair value are recorded in Other expense, net within the consolidated statements of operations and comprehensive loss. The Company recognized decreases in the fair value of the liability of $1,600 during the year ended December 31, 2024 compared to an increase of $1,224 in 2023.
The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the year ended December 31, 2024, the Company recognized a decrease in the fair value of $2,483 compared to a decrease of $1,766 for the prior year. Changes in fair value are recorded on the consolidated statements of operations and comprehensive loss within Other expense, net.
The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of December 31, 2024 and December 31, 2023:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Stock price | $ | 1.37 | $ | 5.03 | |||||||
| Exercise price | $ | 11.50 | $ | 11.50 | |||||||
| Term (in years) | 3.11 | 4.11 | |||||||||
| Expected volatility | 97.5 | % | 45.0 | % | |||||||
| Risk-free interest rate | 4.28 | % | 3.92 | % | |||||||
| Expected dividend yield | — | % | — | % | |||||||
The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands):
| Convertible Note | FPA Put Option | Fixed Maturity Consideration | Brookfield SAFE | Private Placement Warrants | |||||||||||||||||||||||||
Balance as of January 1, 2024 | $ | — | $ | (37,523) | $ | (7,228) | $ | (25,150) | $ | (3,914) | |||||||||||||||||||
| Issuance of the Convertible Note | (40,150) | — | — | — | — | ||||||||||||||||||||||||
| Partial settlement of Forward Purchase Agreement | — | 30,000 | 4,123 | — | — | ||||||||||||||||||||||||
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss | (10,962) | (22,492) | (1,018) | 11,927 | 2,482 | ||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | (51,112) | $ | (30,015) | $ | (4,123) | $ | (13,223) | $ | (1,432) | |||||||||||||||||||
FPA Put Option | Fixed Maturity Consideration | FPA Warrants | Warrants on Preferred Shares | AM SAFE liability | AM SAFE warrant | Brookfield SAFE | Private Placement Warrants | ||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2023 | $ | — | $ | — | $ | — | $ | (2,119) | $ | (28,986) | $ | (1,989) | $ | (50,000) | $ | — | |||||||||||||||||||||||||||||||
| Recognized as a result of the Business Combination | — | — | — | — | — | — | — | (2,148) | |||||||||||||||||||||||||||||||||||||||
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss | (37,523) | (7,228) | (3,063) | (3,770) | (744) | 189 | 24,850 | (1,766) | |||||||||||||||||||||||||||||||||||||||
| Conversion of warrants to preferred shares | — | — | — | 5,889 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Conversion of SAFE liability to equity classification | — | — | — | — | 29,730 | — | — | — | |||||||||||||||||||||||||||||||||||||||
Reclassification of warrant to equity | — | — | 3,063 | — | — | 1,800 | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | (37,523) | $ | (7,228) | $ | — | $ | — | $ | — | $ | — | $ | (25,150) | $ | (3,914) | |||||||||||||||||||||||||||||||
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.