AMCI ACQUISITION(AMCI) - 2025 Q4 - Annual Report

Ownership and Investments - As of December 31, 2025, the company held 53.16% of LanzaJet's outstanding common stock, which was reduced to approximately 45.6% on a fully diluted basis after the LanzaJet Series A Transaction[32] - The LanzaJet Investment Agreement includes provisions for the issuance of up to 45,000,000 additional shares of LanzaJet common stock in exchange for licensing rights[77] - The company has a right of first refusal regarding all transfers of LanzaJet shares to third parties, ensuring control over its investment[83] - The Series A Transaction with LanzaJet resulted in a decrease of LanzaTech's ownership interest from approximately 53.16% to 45.6%[126] Technology and Production - The first commercial facility utilizing the company's gas fermentation technology produced over 63 million gallons of ethanol, demonstrating significant market impact[36] - The company's technology platform is capable of producing up to 6.5 billion metric tons of gas fermentation products annually, primarily ethanol, from diverse waste feedstocks[48] - The LanzaJet ATJ process can produce sustainable aviation fuel (SAF) with a high potential yield of approximately 90%[66] - The company has accumulated over 100,000 hours of pilot and demonstration-scale operations, critical for refining technology and ensuring scalability[63] - The company has launched multiple commercial plants, including the Ningxia Binze Plant with an annual capacity of 60,000 tons, and the Panipat Refinery Plant with a capacity of 33,500 tons annually[63] Intellectual Property - The company has a robust intellectual property portfolio with over 800 granted patents and pending applications, covering the full spectrum of gas fermentation technology[38] - The intellectual property portfolio includes 118 diverse patent families and over 800 granted patents, covering the full spectrum of gas fermentation technology[73] - The company expects to continue filing additional patent applications and pursuing opportunities to acquire and license more intellectual property assets[74] Financial Performance and Revenue - For the fiscal year ended December 31, 2025, the largest contracting entity accounted for 37% of the company's revenue, up from 25% in the fiscal year ended December 31, 2024[75] - The Shougang Joint Venture will pay a royalty on a graduated scale from 8% to 20% of all sublicensing revenues, but no royalty revenue has been recognized since Q2 2024[97] - The Brookfield Loan Agreement includes a loan of $60 million with an 8% annual interest rate, and an initial principal payment of $12.5 million has been made[103] - The Brookfield Loan maturity date has been extended from October 3, 2027, to December 3, 2029[104] - The company completed a private placement of 4,000,000 shares at $5.00 per share for gross proceeds of $20 million on January 21, 2026[119] Strategic Partnerships and Agreements - Under the Mitsui Alliance Agreement, Mitsui is required to promote the company's gasification and waste-to-ethanol technology in Japan, while the company designates Mitsui as its preferred provider of investment services[90] - The Shougang Joint Venture holds approximately 9.3% of the outstanding shares of Beijing Shougang LanzaTech Technology Co., Ltd, resulting from the contribution of certain intellectual property rights[94] - The Shougang Joint Venture License Agreement grants the joint venture a non-transferable, exclusive license to produce ethanol using by-products from steel manufacturing in China[96] - LanzaTech entered into a framework agreement with Brookfield, requiring equity funding of at least $500 million for projects, with no investments made to date[100] Workforce and Organizational Changes - LanzaTech implemented a workforce reduction, resulting in 192 employees as of December 31, 2025[112] - The company is shifting its focus from R&D to deploying its technology globally and evaluating liquidity-enhancing initiatives[118] Market Position and Future Outlook - The company is positioned to benefit from decreasing renewable electricity prices and increasing capacity, as evidenced by a contract awarded in 2024 for a project in India[57] - The company aims to drive the production of CarbonSmart materials, offering a circular solution to waste management and carbon emissions[55] - The company is developing projects using ferroalloy gases in regions such as China, Norway, and India, highlighting its market expansion strategy[53] - The Brookfield SAFE was terminated, and the rights and obligations were replaced by the Original Brookfield Loan Agreement[102] - The company is classified as a "smaller reporting company" under Rule 12b-2 of the Securities Exchange Act of 1934, thus not required to provide detailed market risk disclosures[420]