Share-Based Payments | NOTE 12 — Share-Based Payments OpCo Unit Awards (Predecessor and Successor) As of March 31, 2024 (Successor), there was $1,639 of unrecognized share -based three The following table presents a summary of employee equity awards comprised of Class A OpCo Units and the corresponding quantity of shares of Class B Common Stock outstanding, granted, forfeited, vested on an accelerated basis and redeemed included in the condensed consolidated statements of operations and comprehensive loss: Quantity Calculated Value March 31, March 31, March 31, March 31, Unvested, beginning of period 848,415 226,494 $ 5.21 $ 63.25 Granted — — $ — $ — Forfeited — — $ — $ — Vested — — $ — $ — Accelerated — — $ — $ — Unvested, end of period 848,415 226,494 $ 5.21 $ 63.25 Restricted Stock Units (Successor) During the three months ended March 31, 2024 (Successor), the Company authorized the issuance of 504,421 restricted share units (“RSU”) under the terms of the 2023 Omnibus Incentive Plan. As of March 31, 2024 (Successor), there was $5,201 of unrecognized share -based three The following table presents a summary of RSU’s outstanding, granted, forfeited, vested and accelerated during the three months ended March 31, 2024 (Successor): Quantity Fair Value Unvested, beginning of period 443,221 $ 13.13 Granted 71,200 $ 9.26 Forfeited — $ — Vested — $ — Accelerated (10,000 ) $ 13.23 Unvested, end of period 504,421 $ 12.85 Awards granted to employees and the majority of executives cliff -vest -year three -year BHES JDA (Predecessor and Successor) The following table presents the quantity and value of equity issued to Baker Hughes Energy Services LLC (“BHES”) as payment for costs incurred pursuant to the Original JDA and the Amended and Restated BHES JDA (Note 14). -controlling -month Quantity Total Fair Value March 31, March 31, March 31, March 31, Equivalent (1) Membership Interests — 9,210 $ — $ 1,943 $ 168.75 Class A OpCo Units 650,248 — 4,298 — $ 5.29 Class B Common Stock 650,248 — — — $ — Total $ 4,298 $ 1,943 ____________ (1) Shares used as payment under the terms of the Amended and Restated JDA are issued at a discount expected to cause a total loss of approximately $17,500 to the Company over the term of the agreement. The Company has incurred inception -to-date BHES may earn additional shares under the terms of the Amended and Restated JDA (“BHES Bonus Shares”) if it meets certain contractually stipulated project milestones related to the development of our technology. The Company determined that BHES’s achievement of each of these milestones is probable in accordance with the guidance in ASC Topic 718; therefore, the Company recognizes the compensation cost associated with milestone share -based Performance Compensation Remaining Total BHES JDA – variable share-based payments January 2027 $ 21,777 $ 5,568 $ 27,345 Additionally, BHES received 47,000 membership interests that converted into 1,500,265 Class A OpCo Units and a corresponding number of shares of Class B Common Stock in conjunction with the consummation of the Business Combination. Reference Note 14 for additional quantitative disclosures related to the BHES JDA. | NOTE 12 — Share-Based Payments OpCo Unit Awards (Predecessor and Successor) As of December 31, 2023 (Successor), there was $2,352 of unrecognized share -based three As of December 31, 2022 (Predecessor), there was $9,312 of unrecognized share -based Pursuant to the Business Combination Agreement (Note 3), the Company agreed to amend the settlement provisions of certain unvested, outstanding profits interests previously issued by NET Power, LLC (the “Replacement Awards”). Unvested Replacement Awards that would have originally settled into NET Power, LLC membership interests will now settle into Class A OpCo Units and a corresponding number of shares of Class B Common Stock. The number of Class A OpCo Units and shares of Class B Common Stock into which the Replacement Awards will settle is calculated so that the settlement value approximates the value of NET Power, LLC membership interests into which the profits interests would have settled. The Replacement Awards will continue to vest over the original applicable service periods and are subject to the same performance conditions as the profits interests. Compensation cost associated with the Replacement Awards is recognized over the requisite service period as the Company evaluates the probability of performance conditions’ achievement. The following table presents a summary of employee equity awards comprised of Class A OpCo Units and the corresponding quantity of shares of Class B Common Stock outstanding, granted, forfeited, vested on an accelerated basis and redeemed during the current year -to-date Quantity Calculated Value Period from Period from Period from Period from Unvested, beginning of period 1,895,122 226,494 $ 4.95 $ 63.25 Granted — — $ — $ — Forfeited (324,568 ) — $ 5.66 $ — Vested (30,069 ) (107,418 ) $ 4.32 $ 63.18 Accelerated (692,070 ) — $ 4.32 $ — Unvested, end of period 848,415 119,076 $ 4.62 $ 63.32 Accelerated Vesting and Forfeiture of Certain Profits Interests Also pursuant to the Business Combination Agreement, the Company agreed to accelerate the vesting of certain unvested profits interests upon completion of the Business Combination. The Business Combination resulted in the immediate vesting of 30,000 profits interests, which equated to 451,356 Class A OpCo Units and a corresponding number of shares of Class B Common Stock, that generated $1,624 in compensation cost, which was directly attributed to the transaction on June 8, 2023. The expense generated by the accelerated vesting of certain profits interests is recorded in General and administrative within the June 8 through December 31, 2023 (Successor) period on the consolidated statement of operations and comprehensive loss. Additionally, the Business Combination resulted in the forfeiture of 30,000 unvested profits interests, which equated to 324,568 Class A OpCo Units and a corresponding number of shares of Class B Common Stock. This forfeiture did not affect the compensation expense recorded on the consolidated statement of operations and comprehensive loss because the awards were unvested at the time of forfeiture. Restricted Stock Units (Successor) In conjunction with the Business Combination, the Board and RONI’s shareholders approved the 2023 Omnibus Incentive Plan. The 2023 Omnibus Incentive Plan initially reserves 20,468,545 During the period from June 8, 2023 through December 31, 2023 (Successor), the Company authorized the issuance of 443,221 RSU’s under the terms of the Omnibus Incentive Plan. As of December 31, 2023 (Successor), there was $5,188 of unrecognized share -based three The following table presents a summary of RSU’s outstanding, granted, forfeited, vested and accelerated during the period from; June 8, 2023 through December 31, 2023 (Successor): Quantity Fair Value Unvested, beginning of period — $ — Granted 443,221 $ 13.43 Forfeited — $ — Vested — $ — Accelerated — $ — Unvested, end of period 443,221 $ 13.43 Awards granted to employees and the majority of executives cliff -vest -year -year BHES JDA (Predecessor and Successor) The following table presents the quantity and value of equity issued to Baker Hughes Energy Services LLC (“BHES”) as payment for costs incurred pursuant to the Original JDA and the Amended and Restated JDA (Note 14). -controlling Quantity Total Fair Value Period from Period from Period from Period from Equivalent (1) Membership Interests — 9,210 $ — $ 1,943 $ 168.75 Class A OpCo Units 1,236,265 296,160 8,172 1,958 $ 5.29 Class B Common Stock 1,236,265 296,160 — — $ — Total $ 8,172 $ 3,901 ____________ (1) Shares used as payment under the terms of the Amended and Restated JDA are issued at a discount expected to cause a total loss of approximately $17,500 to the Company. The Company has incurred inception -to-date BHES may earn additional shares under the terms of the Amended and Restated JDA (“BHES Bonus Shares”) if it meets certain contractually stipulated project milestones related to the development of the Demonstration Plant. The Company determined that BHES’s achievement of each of these milestones is probable in accordance with the guidance in ASC 718; therefore, the Company recognizes the compensation cost associated with milestone share -based Performance Compensation Remaining Total BHES JDA – variable share-based payments January, 2027 $ 21,167 $ 6,178 $ 27,345 Additionally, BHES received 47,000 membership interests that converted into 1,500,265 Class A OpCo Units and a corresponding number of shares of Class B Common Stock in conjunction with the consummation of the Business Combination (Note 3). Reference Note 14 for additional quantitative disclosures related to the BHES JDA. |