Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40503 | |
Entity Registrant Name | NET Power Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1580612 | |
Entity Address, Address Line One | 404 Hunt St. | |
Entity Address, Address Line Two | Suite 410 | |
Entity Address, City or Town | Durham | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27701 | |
City Area Code | (919) | |
Local Phone Number | 287-4750 | |
Entity Information, Former Legal or Registered Name | Rice Acquisition Corp. II | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001845437 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Former Address | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 102 East Main St. | |
Entity Address, Address Line Two | Second Story | |
Entity Address, City or Town | Carnegie | |
Entity Address, State or Province | PA | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | NPWR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 67,352,271 | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | NPWR.WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 142,711,590 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 648,645 | $ 5,164 |
Trade receivables, net | 0 | 352 |
Interest receivable | 2,125 | 0 |
Prepaid expenses | 3,559 | 184 |
Other current assets | 23 | 1,795 |
Total Current Assets | 654,352 | 7,495 |
Long Term Assets | ||
Intangible assets, net | 1,340,890 | 263 |
Goodwill | 433,737 | 0 |
Property, plant and equipment, net | 91,547 | 69,595 |
Lease right-of-use asset | 926 | 784 |
Total Long Term Assets | 1,867,100 | 70,642 |
Total Assets | 2,521,452 | 78,137 |
Current Liabilities | ||
Accounts payable | 1,070 | 577 |
Accrued liabilities | 2,268 | 2,392 |
Due to related parties | 1,914 | 178 |
Lease liability | 142 | 130 |
Option liability | 0 | 5,174 |
Total Current Liabilities | 5,394 | 8,451 |
Long Term Liabilities | ||
Due to related parties | 0 | 2,212 |
Earnout shares liability | 10,867 | 0 |
Warrant liability | 81,300 | 0 |
Asset retirement obligation | 1,977 | 2,416 |
Lease liability | 582 | 656 |
Deferred taxes | 80,571 | 0 |
Total Long Term Liabilities | 175,297 | 5,284 |
Total Liabilities | 180,691 | 13,735 |
Commitments and Contingencies (Note M) | ||
Mezzanine Shareholders' and Members' Equity | ||
Redeemable non-controlling interests in subsidiary | 1,885,319 | 0 |
Shareholders’ and Members’ Equity | ||
Capital stock 4,987,845 units authorized; 3,722,355 units issued and outstanding as of December 31, 2022 (Predecessor) | 0 | 262,622 |
Preference shares, $.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of June 30, 2023 (Successor) & December 31, 2022 (Predecessor) | 0 | 0 |
Additional paid-in-capital | 514,219 | 26,288 |
Accumulated other income | 1 | 17 |
Accumulated Deficit | ||
Shareholders’ equity | (58,799) | (224,525) |
Total Shareholders' and Members' Equity | 455,442 | 64,402 |
Total Liabilities and Shareholders’ and Members’ Equity | 2,521,452 | 78,137 |
Class A Common Stock | ||
Shareholders’ and Members’ Equity | ||
Common stock, value, issued | 7 | 0 |
Class B ordinary shares | ||
Shareholders’ and Members’ Equity | ||
Common stock, value, issued | 14 | 0 |
Related Party | ||
Current Liabilities | ||
Due to related parties | 1,914 | 178 |
Long Term Liabilities | ||
Due to related parties | $ 0 | $ 2,212 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Revenue | |||||
Revenue | $ 0 | $ 125,000 | $ 208,000 | $ 175,000 | $ 432,000 |
Gross Profit | 0 | 122,000 | 53,000 | 172,000 | 213,000 |
Operating Expenses | |||||
Sales and marketing | 156,000 | 528,000 | 242,000 | 869,000 | 368,000 |
Project development | 115,000 | 973,000 | 0 | 1,191,000 | 0 |
Option settlement - related party | 79,054,000 | 0 | 0 | 0 | 0 |
Depreciation, amortization and accretion | 4,926,000 | 2,481,000 | 3,325,000 | 5,812,000 | 6,650,000 |
Total Operating Expenses | 114,391,000 | 17,233,000 | 13,788,000 | 34,322,000 | 23,857,000 |
Operating Loss | (114,391,000) | (17,111,000) | (13,735,000) | (34,150,000) | (23,644,000) |
Other Income (Expense) | |||||
Interest income (expense) | 2,125,000 | 2,000 | (32,000) | 4,000 | (1,470,000) |
Other income (expense) | 1,009,000 | 0 | 0 | (30,000) | 0 |
Net Other Income (Expense) | 3,134,000 | 2,000 | (32,000) | (26,000) | (1,470,000) |
Net Loss before Income Tax | (111,257,000) | (17,109,000) | (13,767,000) | (34,176,000) | (25,114,000) |
Income tax expense (benefit) | (672,000) | 0 | 0 | 0 | 0 |
Net Loss after Income Tax | (110,585,000) | (17,109,000) | (13,767,000) | (34,176,000) | (25,114,000) |
Other Comprehensive Loss | |||||
Foreign currency translation gain (loss) | (1,000) | 0 | 0 | 0 | 0 |
Total Other Comprehensive Loss | (1,000) | 0 | 0 | 0 | 0 |
Comprehensive Loss | (110,586,000) | (17,109,000) | (13,767,000) | (34,176,000) | (25,114,000) |
Comprehensive Loss attributable to non-controlling interests | (75,585,000) | 0 | 0 | 0 | 0 |
Comprehensive Loss attributable to NET Power Inc. | $ (35,001,000) | $ (17,109,000) | $ (13,767,000) | $ (34,176,000) | $ (25,114,000) |
Net loss per unit attributable to shareholders, diluted (in usd per share) | $ (0.52) | $ (4.51) | $ (3.70) | $ (9.07) | $ (6.81) |
Net loss per unit attributable to shareholders, basic (in usd per share) | $ (0.52) | $ (4.51) | $ (3.70) | $ (9.07) | $ (6.81) |
Weighted-average number shares outstanding, diluted (in shares) | 67,404,794 | 3,791,634 | 3,715,971 | 3,766,871 | 3,685,699 |
Weighted-average number shares outstanding, basic (in shares) | 67,404,794 | 3,791,634 | 3,715,971 | 3,766,871 | 3,685,699 |
Nonrelated Party | |||||
Revenue | |||||
Cost of revenue | $ 0 | $ 3,000 | $ 115,000 | $ 3,000 | $ 179,000 |
Operating Expenses | |||||
General and administration | 24,283,000 | 6,436,000 | 5,375,000 | 11,940,000 | 8,567,000 |
Research and development | 283,000 | 974,000 | 747,000 | 1,989,000 | 1,674,000 |
Related Party | |||||
Revenue | |||||
Cost of revenue | 0 | 0 | 40,000 | 0 | 40,000 |
Operating Expenses | |||||
General and administration | 28,000 | 62,000 | 49,000 | 191,000 | 221,000 |
Research and development | $ 5,546,000 | $ 5,779,000 | $ 4,050,000 | $ 12,330,000 | $ 6,377,000 |
Consolidated Statement of Share
Consolidated Statement of Shareholders’ Equity and Non-Controlling Interest (Unaudited) (Successor) - USD ($) $ in Thousands | Total | NET Power, Inc. | NET Power, LLC. | Class A Common Stock | Class A Common Stock NET Power, Inc. | Class B ordinary shares | BHES Bonus Shares | In-Kind Shares | Common Stock Class A Common Stock | Common Stock Class A Common Stock NET Power, Inc. | Common Stock Class B ordinary shares | Common Stock Class B ordinary shares NET Power, Inc. | Common Stock Class B ordinary shares NET Power, LLC. | Common Stock Class A Ordinary Shares | Common Stock Class A Ordinary Shares NET Power, Inc. | Common Stock Class B Ordinary Shares | Common Stock Class B Ordinary Shares NET Power, Inc. | Additional Paid-in-Capital | Additional Paid-in-Capital NET Power, Inc. | Additional Paid-in-Capital NET Power, LLC. | Accumulated Other Comprehensive Income | Accumulated Deficit | Accumulated Deficit NET Power, LLC. | Total Stockholders' Equity | Total Stockholders' Equity NET Power, Inc. | Total Stockholders' Equity NET Power, LLC. | Non-controlling Interests | Non-controlling Interests NET Power, Inc. | Non-controlling Interests NET Power, LLC. | Non-controlling Interests Class A Common Stock | Non-controlling Interests BHES Bonus Shares | Non-controlling Interests In-Kind Shares |
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||||||||||||||||
Equity, beginning balance at Dec. 31, 2022 | $ 64,402 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Net Loss before Income Tax | (34,176) | $ (34,176) | ||||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Jun. 07, 2023 | 0 | 0 | 2,500 | 8,625,000 | ||||||||||||||||||||||||||||
Equity, ending balance at Jun. 07, 2023 | $ 0 | $ 0 | $ 0 | $ 1 | $ 0 | $ 0 | (98,966) | $ (98,965) | $ 0 | |||||||||||||||||||||||
Temporary equity, ending balance (in shares) at Jun. 07, 2023 | 34,500,000 | |||||||||||||||||||||||||||||||
Temporary equity, ending balance at Jun. 07, 2023 | 356,318 | $ 356,318 | ||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Sponsor forfeiture of RONI Class B ordinary shares and reservation of earnout shares (in shares) | (1,986,775) | |||||||||||||||||||||||||||||||
Conversion of RONI Class A and Class B ordinary shares into NET Power, Inc. Class A and Class B Common Stock, respectively (in shares) | 13,307,276 | 6,638,225 | 127,716,730 | (2,500) | (6,638,225) | |||||||||||||||||||||||||||
Conversion of RONI Class A and Class B ordinary shares into NET Power, Inc. Class A and Class B Common Stock, respectively | $ 1 | $ 1 | $ 12 | $ (1) | $ 60,045 | $ (12) | $ 75,711 | $ 60,046 | $ 75,711 | $ 87,094 | $ 1,676,618 | |||||||||||||||||||||
Issuance of RONI Class A Common Stock to PIPE Investors (in shares) | 54,044,995 | |||||||||||||||||||||||||||||||
Issuance of RONI Class A Common Stock to PIPE Investors | $ 6 | 540,445 | 540,451 | |||||||||||||||||||||||||||||
Equity awards vested due to Business Combination (in shares) | 8,356,635 | |||||||||||||||||||||||||||||||
Equity awards vested due to Business Combination | $ 1 | 542 | (542) | 1 | 109,639 | |||||||||||||||||||||||||||
Noncontrolling interest, increase from sale of parent equity interest | $ 257 | $ 347 | $ 148 | |||||||||||||||||||||||||||||
Adjustment of redeemable non-controlling interest to redemption value | (86,801) | (86,801) | 86,801 | |||||||||||||||||||||||||||||
Net Loss before Income Tax | (110,585) | (35,001) | (35,001) | (75,585) | ||||||||||||||||||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 67,352,271 | 142,711,590 | 67,352,271 | 142,711,590 | 0 | 0 | ||||||||||||||||||||||||||
Equity, ending balance at Jun. 30, 2023 | 455,442 | $ 7 | $ 14 | $ 0 | $ 0 | $ 514,219 | $ 0 | $ (58,798) | $ 455,442 | $ 1,885,319 | ||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Redemption of Class A ordinary shares by RONI public shareholders (shares) | (21,195,224) | |||||||||||||||||||||||||||||||
Redemption of Class A ordinary shares by RONI public shareholders | (218,983) | $ (218,983) | ||||||||||||||||||||||||||||||
Temporary equity, conversion of RONI Class A and Class B ordinary shares into NET Power, Inc. Class A and Class B Common Stock, respectively (in shares) | (13,304,776) | |||||||||||||||||||||||||||||||
Temporary equity, conversion of RONI Class A and Class B ordinary shares into NET Power, Inc. Class A and Class B Common Stock, respectively | $ (50,241) | $ (137,335) | ||||||||||||||||||||||||||||||
Temporary equity, equity awards vested due to Business Combination | 109,639 | |||||||||||||||||||||||||||||||
Temporary equity, issuance of RONI Class B Common Stock to Former NET Power, LLC Unitholders | $ 1,676,618 | $ 257 | $ 347 | $ 148 | ||||||||||||||||||||||||||||
Temporary equity, adjustment of redeemable non-controlling interest to redemption value | 86,801 | |||||||||||||||||||||||||||||||
Temporary equity, net loss | (75,585) | |||||||||||||||||||||||||||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2023 | 0 | 136,073,465 | 6,638,125 | |||||||||||||||||||||||||||||
Temporary equity, ending balance at Jun. 30, 2023 | $ 1,885,319 | $ 0 |
Consolidated Statement of Membe
Consolidated Statement of Members’ Equity (Unaudited) (Predecessor) - USD ($) | Total | Occidental Petroleum | BHES | BHES BHES Bonus Shares | BHES In-Kind Shares | Constellation | Membership Interests | Membership Interests Occidental Petroleum | Membership Interests BHES | Membership Interests BHES BHES Bonus Shares | Membership Interests BHES In-Kind Shares | Membership Interests Constellation | Additional Paid-in-Capital | Additional Paid-in-Capital BHES BHES Bonus Shares | Additional Paid-in-Capital BHES In-Kind Shares | Accumulated Other Comprehensive Income | Accumulated Deficit |
Common unit, outstanding, beginning balance (in shares) at Dec. 31, 2021 | 3,555,553 | ||||||||||||||||
Beginning balance, members' equity at Dec. 31, 2021 | $ 67,508,000 | $ 227,960,000 | $ 9,275,000 | $ 20,000 | $ (169,747,000) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share issuances (in shares) | 142,180 | 17,799 | 617 | ||||||||||||||
Issuance of RONI Class B Common Stock to Former NET Power, LLC Unitholders | $ 30,000,000 | $ 4,481,000 | $ 717,000 | $ 30,000,000 | $ 3,756,000 | $ 130,000 | $ 725,000 | $ 587,000 | |||||||||
(Less Equity Issuance Cost) | $ (534,000) | $ (534,000) | |||||||||||||||
Vesting of Profits Interests | 5,695,000 | 5,695,000 | |||||||||||||||
Net Loss | (25,114,000) | (25,114,000) | |||||||||||||||
Common unit, outstanding, ending balance (in shares) at Jun. 30, 2022 | 3,716,149 | ||||||||||||||||
Ending balance, members' equity at Jun. 30, 2022 | 82,753,000 | $ 261,312,000 | 16,282,000 | 20,000 | (194,861,000) | ||||||||||||
Common unit, outstanding, beginning balance (in shares) at Mar. 31, 2022 | 3,715,532 | ||||||||||||||||
Beginning balance, members' equity at Mar. 31, 2022 | 90,154,000 | $ 261,182,000 | 10,046,000 | 20,000 | (181,094,000) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share issuances (in shares) | 617 | ||||||||||||||||
Issuance of RONI Class B Common Stock to Former NET Power, LLC Unitholders | 2,688,000 | 587,000 | $ 130,000 | 2,688,000 | 457,000 | ||||||||||||
Vesting of Profits Interests | 3,091,000 | 3,091,000 | |||||||||||||||
Net Loss | (13,767,000) | (13,767,000) | |||||||||||||||
Common unit, outstanding, ending balance (in shares) at Jun. 30, 2022 | 3,716,149 | ||||||||||||||||
Ending balance, members' equity at Jun. 30, 2022 | $ 82,753,000 | $ 261,312,000 | 16,282,000 | 20,000 | (194,861,000) | ||||||||||||
Common unit, outstanding, beginning balance (in shares) at Dec. 31, 2022 | 3,722,355 | 3,722,355 | |||||||||||||||
Beginning balance, members' equity at Dec. 31, 2022 | $ 64,402,000 | $ 262,622,000 | 26,288,000 | 17,000 | (224,525,000) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share issuances (in shares) | 37,152 | 15,491 | 28,764 | ||||||||||||||
Issuance of RONI Class B Common Stock to Former NET Power, LLC Unitholders | $ 11,859,000 | 4,690,000 | 3,903,000 | $ 9,181,000 | $ 11,859,000 | $ 3,269,000 | $ 9,181,000 | 4,690,000 | 634,000 | ||||||||
Vesting of Profits Interests | 2,864,000 | 2,864,000 | |||||||||||||||
Net Loss | (34,176,000) | (34,176,000) | |||||||||||||||
Common unit, outstanding, ending balance (in shares) at Jun. 07, 2023 | 3,803,762 | ||||||||||||||||
Ending balance, members' equity at Jun. 07, 2023 | 62,723,000 | $ 286,931,000 | 34,476,000 | 17,000 | (258,701,000) | ||||||||||||
Common unit, outstanding, beginning balance (in shares) at Mar. 31, 2023 | 3,763,224 | ||||||||||||||||
Beginning balance, members' equity at Mar. 31, 2023 | 64,753,000 | $ 274,988,000 | 31,340,000 | 17,000 | (241,592,000) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share issuances (in shares) | 31,328 | 9,210 | |||||||||||||||
Issuance of RONI Class B Common Stock to Former NET Power, LLC Unitholders | $ 10,000,000 | $ 2,001,000 | $ 1,959,000 | $ 10,000,000 | $ 1,943,000 | $ 2,001,000 | $ 16,000 | ||||||||||
Vesting of Profits Interests | (1,119,000) | (1,119,000) | |||||||||||||||
Net Loss | (17,109,000) | (17,109,000) | |||||||||||||||
Common unit, outstanding, ending balance (in shares) at Jun. 07, 2023 | 3,803,762 | ||||||||||||||||
Ending balance, members' equity at Jun. 07, 2023 | $ 62,723,000 | $ 286,931,000 | $ 34,476,000 | $ 17,000 | $ (258,701,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | |||
Net Loss before Income Tax | $ (110,585) | $ (34,176) | $ (25,114) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |||
Depreciation | 800 | 5,700 | 6,531 |
Amortization | 4,110 | 9 | 11 |
Accretion | 10 | 102 | 107 |
Non-cash interest expense | 0 | 31 | 1,388 |
Non-cash lease expense | 14 | 59 | 0 |
Conversion of equity awards | 86,585 | 0 | 0 |
Allowance for doubtful accounts | 0 | 352 | 0 |
Deferred taxes | (672) | 0 | 0 |
Change in fair value of earnout shares liability | (119) | 0 | 0 |
Change in fair value of warrant liability | (890) | 0 | 0 |
Vesting of Profits Interests | 0 | 2,864 | 5,695 |
Amortization of share based payments | 752 | 8,593 | 5,198 |
Changes in operating assets and liabilities: | |||
Trade receivables | 0 | 0 | (282) |
Interest receivable | (2,125) | 0 | 0 |
Prepaid expenses | (2,922) | (453) | 331 |
Other current assets | 108 | 1,765 | (15) |
Accounts payable | (1,504) | 1,768 | (1,297) |
Accrued liabilities | (10,959) | (384) | (563) |
Lease liabilities | (7) | (55) | 0 |
Due to related parties – short term | 1,914 | 5,414 | (2,267) |
Due to related parties – long term | 0 | (2,211) | 690 |
Net Cash (Used in) Operating Activities | (35,490) | (10,622) | (9,587) |
Cash Flows from Investing Activities | |||
Cash acquired as part of transaction | 7,946 | 0 | 0 |
Acquisition of property, plant and equipment | (492) | (2,431) | 0 |
Net Cash Provided by Investing Activities | 7,454 | (2,431) | 0 |
Cash Flows from Financing Activities | |||
Repurchase of redeemed Class A Ordinary Shares | (218,983) | 0 | 0 |
Proceeds from PIPE investment, net of issuance costs | 540,451 | 0 | 0 |
Payment of transaction expenses | (11,722) | 0 | 0 |
Member loan proceeds | 0 | 0 | 2,000 |
Member loan repayments | 0 | 0 | (10,000) |
(Less equity issuance costs) | 0 | 0 | (534) |
Net Cash Provided by Financing Activities | 319,663 | 15,835 | 21,466 |
Net Increase in Cash | 291,627 | 2,782 | 11,879 |
Effect of foreign currency exchange rate changes on cash | (1) | 0 | 0 |
Cash, beginning of period | 7,946 | 5,164 | 445 |
Cash, end of period | 648,645 | 7,946 | 12,324 |
Cash paid for interest | 0 | 0 | 81 |
Nonrelated Party | |||
Cash Flows from Financing Activities | |||
Share issuances | 0 | 15,835 | 30,000 |
Related Party | |||
Cash Flows from Financing Activities | |||
Share issuances | $ 9,917 | $ 0 | $ 0 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common unit, authorized (in shares) | 4,987,845 | |
Common unit, outstanding (in shares) | 3,722,355 | |
Common unit, issued (in shares) | 3,722,355 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 520,000,000 | 520,000,000 |
Common stock, shares, issued (in shares) | 67,352,271 | 0 |
Common stock, shares, outstanding (in shares) | 67,352,271 | 0 |
Class B ordinary shares | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 310,000,000 | 310,000,000 |
Common stock, shares, issued (in shares) | 142,711,590 | |
Common stock, shares, outstanding (in shares) | 142,711,590 |
Organization and Nature of the
Organization and Nature of the Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of the Business | Organization and Nature of the Business NET Power Inc. (the "Company") has developed a proprietary process for producing electricity using a predominantly carbon dioxide working fluid that involves the capture and reuse, sale and sequestration of carbon dioxide. The “NET Power Process” is the subject of U.S. and foreign patents, as well as additional applications and provisional applications on file with the United States Patent and Trademark Office and international patent authorities. The Company’s technology is designed to generate electricity from natural gas that is cost-competitive with conventional technologies, while eliminating nearly all air emissions. The Company commissioned a 50 MWth natural gas-fired demonstration power plant (“Demonstration Plant”) to allow sufficient demonstration and testing of the NET Power Process and its components. The Company achieved first-fire at the Demonstration Plant in May 2018, after two years of development. Additional testing occurred periodically thereafter, including a three-month test campaign in 2021 which resulted in a grid synchronization. The successful first-fire and 2021 testing campaign of the Demonstration Plant represent critical milestones as they supported validation of the technical foundation of the NET Power Process. Over the next several years, the Company plans to conduct additional research and testing campaigns at its Demonstration Plant and construct its first utility-scale plant with targeted completion in 2026. The Company’s current activities are subject to significant risks, including cost over-runs in the testing and operation of the Demonstration Plant, technical problems with the NET Power Process, and development of competing clean-energy technology sooner or at a lesser cost than the NET Power Process. The Company consummated the Business Combination (Note C) on June 8, 2023. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation - The accompanying unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and include some amounts that are based upon management estimates and judgments. In the Company's opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position, results of operations and cash flows for the periods presented. Such adjustments consist solely of normal, recurring adjustments. Principles of Consolidation – The Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss include the accounts of subsidiaries that NET Power Inc. consolidates according to the rules set forth in Accounting Standards Codification (“ASC”) Topic 810 – Consolidation (“ASC 810”). The Company consolidates all subsidiaries in which it owns a 50.0% or greater ownership interest and all variable interest entities ("VIE's") to which it is deemed to represent the primary beneficiary, as described below. The Consolidated Balance Sheets and the Consolidated Statement of Operations and Comprehensive Loss include the accounts of the following wholly-owned subsidiaries and consolidated VIE's: NET Power Europe LTD (“NP Europe”); NET Power Friendship 7, LLC; NET Power Technology, LLC; NET Power Atlas, LLC; NET Power Canaveral, LLC; NET Power Services, LLC, NET Power Management Holdings Inc.; NET Power Management LLC; NET Power Operations LLC ("OpCo"); NET Power Intermediate LLC and NET Power, LLC (collectively with NET Power Inc., the “Company”). Intercompany balances have been eliminated through the consolidation process. ASC 810 requires that a reporting entity that possesses a controlling financial interest in a VIE should consolidate that VIE. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities that most significantly impact the VIE's economic performance; and (b) the obligation to absorb the VIE's losses and the right to receive benefits that are significant to the VIE. The Company determined that NET Power Operations LLC meets the definition of a VIE and that the Company became the primary beneficiary of it beginning on the date of the Business Combination (Note C); therefore, the Company must consolidate NET Power Operations LLC from the date of the Business Combination. Business Combination – The Company applies the guidance within ASC Topic 805 – Business Combinations to all merger and acquisition transactions, including the Business Combination (Note C), through which the Company obtains control over one or more other businesses. The Company may elect the acquisition method for all transactions and other events through which the Company obtains control over one or more other businesses, including the Business Combination (Note C). Under the acquisition method, assets acquired and liabilities assumed are measured at fair value as of the acquisition date. Liabilities related to contingent consideration are recognized on the acquisition date and re-measured at fair value in each subsequent reporting period, if the contingent consideration is liability classified. Goodwill is recognized as the excess of the consideration transferred over the fair value of the net identifiable assets acquired. Segment Reporting - In accordance with ASC Topic 280 – Segment Reporting, the Company has one operating segment and one reportable segment. The Company has one line of business. Revenue Recognition, Trade Receivables and Allowance for Doubtful Accounts – The Company follows the guidance within ASC Topic 606 – Revenue from Contracts with Customers to determine how and when it recognizes revenues. The Company accounts for a customer contract when both parties have approved the contract and are committed to perform their respective contractual obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance and it is probable that the Company will collect the consideration to which it is entitled. When billed in advance, the payment is deferred and recognized upon delivery of the service. Collectability is assessed based on a number of factors including collection history and customer creditworthiness. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Trade receivables are recorded at the invoiced amount and do not bear interest. The Company calculates an allowance for doubtful accounts based on a risk assessment performed when trade receivables are recognized. Write-offs are recorded at the time when trade receivables are deemed uncollectible. The Company has historically recognized revenue from two primary sources, feasibility studies and government grants. Feasibility studies represent reviews of customer business operations to determine the viability of the NET Power Process to the customer’s specific use-case. Government grants represent U.S. federal programs that incentivize the development of novel energy solutions. Feasibility studies generally contain one performance obligation, the customer’s acceptance of the feasibility study report at the end of the review period. Government grants generally contain multiple performance obligations related to the incursion of costs associated with the development of in-scope activities that entitle the Company to reimbursement from the sponsoring federal agency. Fair Value - Certain assets and liabilities are carried at fair value in accordance with ASC Topic 820 – Fair Value Measurement. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (i.e., the exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 - Significant other observable inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and • Level 3 - Significant unobservable inputs in which there is little or no market data available and requires the Company to develop its own assumptions that market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of any input that is significant to the fair value measurement. The Company’s estimates of fair values are based upon assumptions believed to be reasonable, but which are uncertain and involve significant managerial judgments made by considering factors specific to the asset or liability. The determination of fair value requires more judgment to the extent the valuation is based on models or inputs that are less observable or unobservable in the market. Accordingly, the degree of judgment exercised by the Company in determining the fair value is greatest for instruments categorized as Level 3. The Company’s recurring fair value measurements comprise the Private Placement Warrants, the Public Warrants and the Earnout Shares (as defined below) (Note I). Cash - Cash consists of liquid deposits at banking institutions that are members of the Federal Deposit Insurance Corporation (“FDIC”) and the Financial Services Compensation Scheme (“FSCS”), the UK’s statutory compensation system for customers of authorized financial services firms. FDIC guidelines guarantee $250 per depositor, per insured bank and FSCS guidelines guarantee £85 per depositor per insured bank. As of June 30, 2023 (Successor) and December 31, 2022 (Predecessor), the Company possessed funds in excess of FDIC limits equal to $648,124 and $7,925 respectively. The carrying value of cash equals its fair value. Warrants - The Company issued public warrants (the “Public Warrants”) and private placement warrants (the “Private Placement Warrants” and collectively with the Public Warrants, the “Warrants”) prior to the consummation of the Business Combination (Note C). The Company accounts for both the Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance outlined in ASC Topic 480 - Distinguishing Liabilities from Equity ("ASC 480"), ASC Topic 815 - Derivatives and Hedging ("ASC 815") and relevant SEC reporting rules. The guidance considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, whether the Warrants meet the definition of a liability pursuant to ASC 480, whether the Warrants meet all of the requirements for equity classification under ASC 815 and whether class of equity into which the Warrants settle possess substantive voting rights. This assessment is conducted at the time of the instruments’ issuance and at each subsequent quarterly period end date while the Warrants remain outstanding. In compliance with ASC 815, the Company accounts for the outstanding Warrants as a liability at fair value on the Consolidated Balance Sheets. The Warrants are subject to remeasurement at each Balance Sheets date with any change in the Warrants’ fair value recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Tax Receivable Agreement - As part of the Business Combinations (Note C), the Company entered into a Tax Receivable Agreement (“TRA”) with certain shareholders that will represent approximately 75% of the calculated tax savings based on the portion of basis adjustments on future exchanges of Company units and other carryforward attributes assumed that are anticipated to be able to utilize in future years. There was no exchange of Company units as part of the Business Combination and there has been no exchange since the Closing Date therefore, we have not recorded a TRA liability as of June 30, 2023 (Successor). Intangible Assets - The Company accounts for intangible assets, which consist of developed technology related to the NET Power Process, in accordance with ASC Topic 350 - Goodwill and Other Intangible Assets (“ASC 350”). The following table summarizes the estimated useful lives used to amortize definite lived intangible assets: Intangible Asset Classification Useful Life Developed Technology 20 The weighted average amortization period for all intangible assets is 20 years. Goodwill - The Company recognizes goodwill in accordance with ASC 350. Goodwill represents the excess costs of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested annually for impairment. During the June 8 through June 30, 2023 Successor Period, the Company determined that no impairment charges for goodwill were required to be recognized. Prepaid Expenses - Prepaid expenses consist of costs paid in advance for software and other subscriptions, patent renewal fees, general liability insurance and employee health insurance. Property, Plant and Equipment - Property, plant and equipment are recorded at the historical cost to acquire the assets. The costs bases of property, plant and equipment to which the Company held title prior to the Business Combination completion (Note C) were stepped-up to their respective fair values on June 8, 2023 in accordance with the closure of the Business Combination. The Demonstration Plant's depreciable value consists of costs associated with the engineering, procurement, and construction of the facility. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets. Amounts capitalized to construction in progress are not capitalized until the underlying asset is placed into service. The following table summarizes the estimated useful lives used to depreciate property, plant and equipment and assets: Asset Classification Useful Life Furniture and Equipment 4 – 7 Demonstration Plant 7 Construction in Progress — Impairment of Definite-Lived Assets - In accordance with ASC Topic 360 - Property, Plant and Equipment, tangible and intangible assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets placed in service is measured by comparing the carrying amount of an asset or asset group to the future undiscounted cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, impairment equals the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment charges for the period ended June 30, 2023 (Successor) or for the year ended December 31, 2022 (Predecessor). Lease Agreements – Lease agreements may fall within two categories according to ASC Topic 842 – Leases, operating leases or financing leases. Both operating and finance leases result in the recognition of lease liabilities and associated right-of-use assets that are valued at the net present value of the lease payments and recognized. The Company has elected the short-term lease exception and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. The lease term includes the committed lease term identified in the contract, taking into account renewal and termination options that management is reasonably certain to exercise. The discount rate used in the measurement of a right-to-use asset and lease liability is the rate implicit in the lease whenever that rate is readily determinable. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as a proxy for the discount rate based on the term of the lease unless the implicit rate is available. Asset Retirement Obligation – The Company recognizes liabilities and the corresponding assets for future obligations associated with the retirement of assets. The fair values of legal obligations to retire and remove long-lived assets are recorded in the period in which the obligation is incurred. Prior to the Business Combination (Note C), asset retirement obligations were reflected in property, plant and equipment. In conjunction with the Business Combination, the Company re-measured its property, plant and equipment assets at their respective June 8, 2023 fair values, which resulted in the asset retirement obligation being removed from property, plant and equipment on the Consolidated Balance Sheets. When an asset retirement obligation arises, the liabilities and corresponding assets are recorded at their present values using a discounted cash flow approach and the liabilities are accreted using the interest method. The asset retirement costs and corresponding liabilities that have been recorded to-date relate to the obligations of the land lease for the property underneath the Demonstration Plant at the end of the Demonstration Plant's estimated useful life. The Company’s valuation of the asset retirement obligation related to the Demonstration Plant encompasses an estimate for the cost to restore the site as required by lease terms. The accretion expense generated by the Company’s asset retirement obligation liability is recognized ratably over the Demonstration Plant’s expected seven year useful life. Net Loss per Unit - During the Predecessor Period (as defined below), the Company computed basic net loss per unit by dividing the total net loss applicable to membership interest holders by the weighted average number of membership interests outstanding during the period. The Company computed diluted net loss per unit by dividing the net loss applicable to membership interest holders by the sum of the weighted-average number of membership interests outstanding during the period and the potentially dilutive effects of distribution units, Profits Interests and options to purchase membership interests. Such items were excluded if their effect was anti-dilutive. Since the impact of the distribution units, Profits Interests, and options to purchase membership interests were anti-dilutive during periods of net loss, there was no difference between the Company’s basic and diluted net loss per unit for the period from April 1 through June 7, 2023 (Predecessor), January 1, 2023 through June 7, 2023 (Predecessor) or the year ended December 31, 2022 (Predecessor). Net Loss per Share - During the Successor Period (as defined below), basic net loss per share is computed based on the weighted average number of common shares outstanding. Diluted net loss per share is computed based on the weighted average number of common shares outstanding, increased by the number of any additional shares that would have been outstanding had any potentially dilutive common shares been issued. For the purposes of the diluted earnings per share calculation, Warrants, Earnout Shares and conversion of OpCo Units are excluded from the calculation for the period from June 8 through June 30, 2023 (Successor), as the inclusion would be anti-dilutive due to the losses reported in the year. Equity Based Compensation – The Company applies ASC Topic 718 – Share-Based Payments (“ASC 718”) to account for its equity awards. Equity awards granted to employees include Profits Interests that settled to OpCo Class A units and a corresponding number of shares of Class B Common Stock. Generally, each award is subject to a service condition that requires a specific period of continued employment or service to the Company to elapse before the award fully vests. Certain awards also include performance conditions to vest fully. The Company’s Compensation Committee establishes these service and performance conditions. The estimated fair value of NET Power LLC membership units was determined by an independent, external valuation service provider at each equity grant date until the Company became publicly traded. On the Closing Date, the Company fair valued the OpCo Units used to satisfy outstanding share-based awards at the fair value of the Company's Class A Common Stock. In accordance with ASC 718, the Company recognizes expense related to equity awards for which vesting is considered probable. Forfeitures are recognized as they occur. For service-based awards, compensation cost is measured at fair value on the grant date and expensed ratably over the vesting term. For performance-based grants, the fair value is measured on the grant date and recognized as non-cash compensation expense, considering the probability of the targets being achieved. Earnout Shares and Restricted Shares - As part of the Business Combination (Note C), 128,908,518 OpCo Class A Units and a corresponding number of shares of Class B Common Stock, 7,534,900 OpCo Class B Units and a corresponding number of shares of Class B Common Stock and 54,047,495 shares of Class A Common Stock owned by the Sponsor, the Sponsor's affiliates and private investors were subjected to certain vesting and transfer restrictions. Of the total shares subject to vesting and transfer restrictions, 986,775 OpCo Class B Units and a corresponding number of shares of Class B Common Stock vest in three tranches contingent upon the share price of the Class A Common Stock (the "Earnout Shares"). The first tranche vest if the closing price of the Class A Common Stock on the NYSE is greater than or equal to $12.00 for any 20 trading days within a consecutive 30-trading-day period beginning on or after June 23, 2023. The second tranche vests if the closing price of the Class A Common Stock is greater than or equal to $14.00 for any 20 trading days within a consecutive 30-trading-day period beginning on or after June 23, 2023. The third tranche vests if the closing price of the Class A Common Stock is greater than or equal to $16.00 for any 20 trading days within a consecutive 30-trading-day period beginning on or after June 23, 2023. Of the OpCo Units subject to transfer restrictions, 1,575,045 Class B OpCo Units and 42,969,506 Class A OpCo Units (the “Price Based Lockup Shares”) may not be transferred until after the three-year anniversary of the Closing Date; provided, however, that if the last sale price of the Class A Common Stock on the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing on or after June 23, 2023, exceeds (i) $12.00 per share, then one-third of the Price-Based Lock-up Shares will no longer be subject to such lock-up restrictions, (ii) $14.00 per share, then an additional one-third of the Price-Based Lock-up Shares will no longer be subject to such lock-up restrictions, and (iii) $16.00 per share, then all of the Price-Based Lock-up Shares will no longer be subject to such lock-up restrictions. The remaining 5,959,855 Class B OpCo Units and 85,939,012 Class A OpCo Units (the “Time-Based Lockup Shares”) subject to transfer restrictions may not be transferred until after the one-year anniversary of the Closing Date; provided, however, that if the last sale price of the Class A Common Stock on the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing on or after December 8, 2023, exceeds $12.00 per share, then the Time-Based Lock-up Shares will no longer be subject to such lock-up restrictions. The Earnout Shares are reported as liabilities within the Company’s Consolidated Balance Sheets. The liability classification reflects the Company’s evaluation of the Earnout Shares according to ASC 480’s and ASC 815’s standards. The Price Based Lockup Shares and the Time-Based Lockup Shares are included as equity within the Company's Consolidated Balance Sheets. Non-Controlling Interest - Non-controlling interests (“NCI”) represent certain Legacy NET Power Holders partners’ ownership of OpCo and certain directors’ proportionate share of the reporting entity. NCI is comprised of Class B OpCo Units and Class A OpCo Units (Note K). After evaluating each class of equity's redemption rights under ASC 480, the Company determined that both classes of NCI are subject to potential cash redemption that rests outside the Company's control. The Company has classified NCI as a component of mezzanine equity in consideration of this cash redemption feature and in accordance with ASC 810's guidance. After considering the effects of consolidation, the Company owns 32.0% of OpCo and NCI holders own the residual 68.0%. The Company's comprehensive loss in the 2023 Successor Period is reduced by the portion of comprehensive loss that is attributable to non-controlling interests. Research and Development Costs - The Company expenses costs related to operations and testing at the Demonstration Plant, as well as engineering and design costs related to development of the NET Power Process as incurred. These costs are included in Research and Development on the Consolidated Statements of Operations and Comprehensive Loss. Related Parties –The Company applies ASC Topic 850 – Related Parties ("ASC 850") and prevailing SEC Guidance to classify and report transactions with related parties. The Company has entered into contractual relationships with several of its current shareholders and former members that qualify as related parties according to the aforementioned criteria. These relationships include loans from members, master service agreements (“MSA”) and joint development agreements (“JDA”) designed to develop and deploy the NET Power Process. The Amended and Restated JDA qualifies as an unconditional purchase obligation under ASC Topic 440 - Commitments ("ASC 440") (Note M). Income and Uncertain Taxes – The Company applies the guidance set forth in ASC Topic 740 – Income Taxes (“ASC 740”) to evaluate its tax positions. The Company evaluates the realizability of deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more-likely-than-not that all or a portion of a deferred tax asset may not be realized. The Company calculates the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to ordinary income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. NET Power Inc. consolidates the financial results of OpCo in its consolidated financial statements. OpCo represents a pass-through entity for U.S. federal and most applicable state and local income tax purposes. As a pass-through entity for tax purposes, OpCo is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by OpCo is passed through to its members, including NET Power Inc., which is taxed as a corporation that pays corporate federal, state and local taxes with respect to income allocated from OpCo based on its economic interest in OpCo. NP Europe is subject to taxation pursuant to UK tax regulations. For the quarter ended June 30, 2023 (Successor) and the year ended December 31, 2022 (Predecessor), NP Europe incurred taxable losses, which may be used to offset future profits. The Company has established a valuation allowance against possible future tax benefits because the ability to recognize these benefits does not meet ASC 740's more-likely-than-not recognition threshold; therefore, no provision or asset for UK income taxes has been included in the consolidated financial statements. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to comply with the applicable accounting guidance. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination Rice Acquisition Corp. II (“RONI”), a Cayman Islands exempted company, was organized as a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 18, 2021, RONI executed an initial public offering (“IPO”) of its Class A ordinary shares, generating gross proceeds of approximately $345,000. The net proceeds from the IPO were subsequently placed in a trust account for the intended purpose of consummating a business combination. On December 13, 2022, NET Power, LLC entered into a Business Combination Agreement with RONI, Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (“RONI Holdings”), Topo Buyer Co, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of RONI Holdings (the “Buyer”), and Topo Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Buyer (“Merger Sub”). At the time of closing, the Merger Sub merged with and into NET Power, LLC, with NET Power, LLC continuing as the surviving entity, resulting in it becoming a majority-owned, direct subsidiary of the Buyer (the “Business Combination”). RONI Holdings renamed itself NET Power Operations LLC and RONI renamed itself NET Power Inc. upon completion of the Business Combination. The Business Combination resulted in an umbrella partnership, C corporation or “Up-C” structure. Immediately prior to the execution of the Business Combination Agreement, RONI Holdings represented a VIE in accordance with ASC 810’s guidance; therefore, RONI represented the accounting acquirer within the Business Combination structure. The Company elected push-down accounting for the Business Combination and recorded the push-down entries at RONI Holdings. As a result of the Business Combination, the Company's financial statement presentation distinguishes NET Power, LLC as the "Predecessor" through June 7, 2023 (the "Closing Date"). NET Power Inc. is the "Successor" for periods after the Closing Date. Revenue and earnings from the date of the Business Combination to period-end are shown as the "Successor" period on the Consolidated Statements of Operations and Comprehensive Loss. As a result of the application of the acquisition method of accounting in the Successor Period, the consolidated financial statements for the Successor Period are presented on a full step-up basis; therefore, Successor Period consolidated financial statements are not comparable to the consolidated financial statements of the Predecessor Period, which are not presented on the same full step-up basis. The result of the Business Combination generated the following financial results: • The Business Combination generated $121,883 of expenses, including $16,021 of acquirer expenses recorded “on-the-line” because they would not have been incurred had the Business Combination not closed. • In contemplation of the Business Combination, the Company modified certain outstanding Profits Interests awards, a portion of which vested during the pre-combination period. The Company included $325 of previously vested, modified Profits Interests issued to the award recipient as consideration transferred to sellers. • Certain outstanding Profits Interests, which were not modified in contemplation of the Business Combination, that vested during the pre-combination period and that were issued to recipients as part of the Business Combination were included in consideration transferred to sellers. The total fair value of previously vested, unmodified Profits Interests included in consideration transferred to sellers equaled $651. • All outstanding NET Power, LLC member interests converted into 136,073,365 vested Class A OpCo Units and a corresponding number of vested shares of Class B Common Stock, 1,119,198 unvested Class A OpCo Units and 1,119,198 unvested shares of Class B Common Stock upon completion of the Business Combination. • The Company registered and issued 67,352,271 shares of Class A Common Stock on the New York Stock Exchange. • The Company recorded 8,624,974 Public Warrants, which are exercisable into 8,624,974 shares of Class A Common Stock at a price of $11.50 per share. The Company may redeem the Public Warrants for $0.01 if the last reported trading price of the Company's Class A Common Stock price equals or exceeds $18.00 per share for any 20 days within a 30-trading day period. Additionally, the Public Warrants may be redeemed if the last reported trading price of the Company's Class A Common Stock equals or exceeds $10.00 and is below $18.00 by paying a make-whole premium. The Public Warrants expire 5 years after the Closing Date. • The Company recorded 10,900,000 Private Placement Warrants, which are exercisable for 10,900,000 shares of Class A Common Stock at a price of $11.50 per share. The Private Placement Warrants expire 5 years after the Closing Date. The Private Placement Warrants are exercisable on a cashless basis and are non-redeemable as long as they are held by the initial purchasers or their permitted transferees. The Private Placement Warrants and Class A Common Stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights. • The Company recorded $81,243 of deferred tax liabilities, which represent the difference between NET Power Inc.’s tax basis and its US GAAP basis in OpCo, with an offsetting entry to goodwill. The basis difference is primarily attributable to the Company's developed technology and its Demonstration Plant asset. • The Company received $661,623 of cash from trust net of certain expenses paid on the Closing Date. During the period from June 8 through June 30, 2023 (Successor) this cash earned $2,125 in interest revenue, which is reported as interest revenue on the Consolidated Statements of Operations and Comprehensive Loss. The Business Combination was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $1,786,258. The following table summarizes the total consideration transferred during the Business Combination: Consideration Transferred Total Pre-combination vesting of modified Profits Interests $ 325 Pre-combination vesting of unmodified Profits Interests 651 Consideration Transferred to Sellers 975 Class A OpCo Units - non-controlling interests 1,785,283 Fair value of total consideration transferred $ 1,786,258 The following table sets forth the fair value of the assets and liabilities assumed in connection with the Business Combination: Total Assets Acquired Current Assets Cash $ 7,946 Prepaid expenses 637 Other current assets 30 Total Current Assets 8,613 Long Term Assets Intangible assets, net 1,345,000 Property, plant and equipment 91,855 Right-of-use assets 940 Total Long Term Assets 1,437,795 Total Assets Acquired $ 1,446,408 Liabilities Assumed Current Liabilities Accounts payable 2,574 Accrued liabilities 7,370 Current lease liability 137 Other current liabilities 1 Total Current Liabilities 10,082 Long Term Liabilities Deferred tax liability 81,243 Asset retirement obligation 1,967 Long term lease liability 594 Total Long Term Liabilities 83,804 Total Liabilities Assumed 93,886 Total identifiable net assets 1,352,522 Goodwill 433,737 Net assets acquired $ 1,786,259 The purchase price allocation is subject to change during the measurement period, which will expire one year from the acquisition date. Pro-Forma Information - The following table presents pro forma information as if the Business Combination occurred as of January 1, 2022. The pro forma information reflects adjustments for additional amortization resulting from the fair value re-measurement of assets acquired and liabilities assumed, for alignment of accounting policies, and transaction expenses as if the Business Combination occurred on January 1, 2022. The pro forma results do not include any anticipated cost synergies or other effects of the combined Company. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor are they indicative of the Company's future operating results. Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Pro forma revenue $ 125 $ 208 $ 175 $ 432 Pro forma net loss (140,353) (30,507) (174,157) (58,594) Pro forma net loss attributable to non-redeemable controlling interest (44,913) (9,762) (55,730) (18,750) Pro forma net loss attributable to non-redeemable non-controlling interests (95,440) (20,745) (118,427) (39,844) |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Goodwill represents the future economic benefits derived from the Company’s unique market position, the growth attributable to the NET Power Process and the Company's assembled workforce, none of which are individually and separately recognized as intangible assets. Goodwill is allocated to the Company's sole reportable segment and reporting unit. The following table presents goodwill activity during the period from June 8 through June 30, 2023 (Successor): Goodwill Balance at June 8, 2023 (Successor) $ 433,737 Measurement Period Adjustments — Balance at June 30, 2023 (Successor) $ 433,737 The following tables present the Company's definite lived intangible assets as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are as follows: June 30, 2023 (Successor) December 31, 2022 (Predecessor) Developed technology, gross $ 1,345,000 $ 604 Accumulated Amortization (4,110) (341) Developed technology, net $ 1,340,890 $ 263 Amortization expense for the period from January 1, 2023 through June 7, 2023 (Predecessor) and the period from June 8, 2023 through June 30, 2023 (Successor) was $10 and $4,110, respectively. Amortization expense for the three month and six month periods ended June 30, 2022 (Predecessor) was $5 and $11, respectively. Periodic amortization expense excludes goodwill, which is not amortized. The Company does not own or control any intangible assets with indefinite useful lives except goodwill. The Company's goodwill is not tax deductible. The following table presents estimated amortization expense for future periods and future years ending December 31: Future Amortization Expense 2023 $ 33,625 2024 67,250 2025 67,250 2026 67,250 2027 67,250 2028 and thereafter 1,038,265 Total $ 1,340,890 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following table summarizes the key classifications of property, plant and equipment as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor): June 30, 2023 (Successor) December 31, 2022 (Predecessor) Furniture and Equipment, gross $ 253 $ 368 Accumulated Depreciation (4) (216) Furniture and Equipment, net 249 152 Demonstration Plant, gross 89,240 128,013 Accumulated Depreciation (796) (58,570) Demonstration Plant, net 88,444 69,443 Construction in Progress 2,854 — Total Property, Plant and Equipment, net $ 91,547 $ 69,595 Depreciation expense for the period from January 1, 2023 through June 7, 2023 (Predecessor) and the period from June 8, 2023 through June 30, 2023 (Successor) was $5,700 and $800, respectively. Depreciation expense for the three month and six month periods ended June 30, 2022 (Predecessor) was $3,266 and $6,531, respectively. The following table disaggregates the contents of the Company's asset retirement obligation included in Property, Plant and equipment, net on the Consolidated Balance Sheets as of December 31, 2022 (Predecessor): December 31, 2022 (Predecessor) Asset Retirement Obligation, gross $ 2,201 Accumulated Depreciation (348) Asset Retirement Obligation, net $ 1,853 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued Liabilities as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are as follows: June 30, 2023 (Successor) December 31, 2022 (Predecessor) Accrued Incentive Compensation $ 337 $ 1,451 Other Accrued Liabilities 1,931 941 Total Accrued Liabilities $ 2,268 $ 2,392 |
Trade Receivables and Allowance
Trade Receivables and Allowance for Doubtful Accounts | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Trade Receivables and Allowance for Doubtful Accounts | Trade Receivables and Allowance for Doubtful Accounts Trade receivables, net as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) comprise the following balances: June 30, 2023 (Successor) December 31, 2022 (Predecessor) Trade Receivables, gross $ — $ 352 Allowance for Doubtful Accounts — — Trade Receivables, net $ — $ 352 During the period from January 1, 2023 through June 7, 2023 (Predecessor) and the period from June 8, 2023 through June 30, 2023 (Successor), the Company recorded bad debt expense associated with its allowance for doubtful accounts equal to $352 and $0 within General and Administrative on the Consolidated Statement of Operations and Comprehensive Loss, respectively. During the three month and six month periods ended June 30, 2022 (Predecessor), the Company recorded bad debt expense associated with its allowance for doubtful accounts equal to $0 and $0 within General and Administrative on the Consolidated Statement of Operations and Comprehensive Loss, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Transactions - The Company has $1,914 and $178 in current liabilities payable to shareholders as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor), respectively. These related party payables are unsecured and are due on demand. The Company has $0 and $2,212 in long term liabilities payable to shareholders as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor), respectively. Share Purchase Option - One of the Company’s significant shareholders owned an option to purchase up to 711,111 membership interests from NET Power, LLC if NET Power, LLC met certain performance conditions, which it did not achieve prior to the close of the Business Combination. Immediately prior to the close of the Business Combination (Note C), the option holder received 247,655 NET Power, LLC membership interests worth approximately $79,054 in exchange for retiring the purchase option. The membership interests converted into 7,905,279 Class A OpCo Units and a corresponding quantity of shares of Class B Common Stock in conjunction with the Business Combination. The loss generated from the settlement of the share purchase option is recorded as Option Settlement - Related Party expense on the Consolidated Statements of Operations and Comprehensive Loss. JDA - On February 3, 2022, the Company entered into the Original JDA with Baker Hughes Energy Services LLC, which is a shareholder, and its affiliates (collectively “BHES”). The Original JDA's counterparties subsequently amended the agreement's terms on June 30, 2022 and December 13, 2022 (the "Amended and Restated JDA"). The Amended and Restated JDA represents a contract that engages BHES to invest in, develop and deploy the NET Power Process in collaboration with the Company. The Amended and Restated JDA entitles BHES to payments of cash, OpCo Units and a corresponding quantity of shares of Class B Common Stock in exchange for services related to the development and commercialization of the technology. The total compensation available to BHES and its affiliates under the Amended and Restated JDA totals $140,000 payable in $70,000 of cash and $70,000 of equity. Expenses incurred under the terms of the Amended and Restated JDA are invoiced quarterly. The Company records the measurement of services provided by BHES within Research and Development - Related Party on the Consolidated Statement of Operations and Comprehensive Loss. Total Research and Development costs incurred under the terms of the Amended and Restated JDA equaled $11,713 and $5,459 for the period from January 1, 2023 through June 7, 2023 (Predecessor) and the period from June 8, 2023 through June 30, 2023 (Successor), respectively. Total Research and Development costs incurred under the terms of the Amended and Restated JDA equaled $3,745 and $5,771 for the three month and six month periods ended June 30, 2022 (Predecessor), respectively. The total value of membership interests that the Company used as compensation under the terms of the Amended and Restated JDA totaled $587 and $717 for the three month and six month periods ended June 30, 2022 (Predecessor), respectively. The total value of membership interests that the Company used to compensate BHES under the terms of the Amended and Restated JDA totaled $3,902 during the period from January 1, 2023 (Predecessor) through June 7, 2023 (Predecessor) and totaled $1,959 during the period from April 1, 2023 (Predecessor) through June 7, 2023 (Predecessor). The combined value of Class A OpCo Units and shares of Class B Common Stock that the Company used to compensate BHES under the terms of the Amended and Restated JDA totaled $147 during the period from June 8, 2023 through June 30, 2023 (Successor). Reference Note M and Note L for additional quantitative disclosures related to the Amended and Restated JDA. MSA – A significant shareholder has provided the Company with marketing services, patent administration services and technology maintenance services related to the development of the NET Power Process. The total cost incurred for these services was $79 and $14 during the period from January 1, 2023 through June 7, 2023 (Predecessor) and the period from June 8, 2023 through June 30, 2023 (Successor), respectively. The total cost incurred for these services was $69 and $136 during the three month and six month periods ended June 30, 2022 (Predecessor), respectively. These totals are included in General and Administrative - Related Party on the Consolidated Statements of Operations and Comprehensive Loss. Another shareholder supports the Company with regard to general business oversight and with the operation of the Demonstration Plant. The total cost incurred for these services was $530 and $87 during the period from January 1, 2023 through June 7, 2023 (Predecessor) and the period from June 8, 2023 through June 30, 2023 (Successor), respectively. The total cost incurred for these services was $305 and $606 during the three month and six month periods ended June 30, 2022 (Predecessor), respectively. These totals are reflected in Research and Development - Related Party on the Consolidated Statements of Operations and Comprehensive Loss. An entity controlled by a shareholder and former NET Power, LLC board of directors member has provided consulting services to the Company. The total cost incurred for these services was $101 and $14 during the period from January 1, 2023 through June 7, 2023 (Predecessor) and the period from June 8, 2023 through June 30, 2023 (Successor), respectively. The total cost incurred for these services was $58 and $115 during the three month and six month periods ended June 30, 2022 (Predecessor), respectively. These totals are included in General and Administration - Related Party on the Consolidated Statements of Operations and Comprehensive Loss. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023 (Successor) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine each liability's fair value: Description Level 1 Level 2 Level 3 Total Public Warrants $ 28,980 $ — $ — $ 28,980 Private Placement Warrants — — 52,320 52,320 Earnout Shares — — 10,867 10,867 Total $ 28,980 $ — $ 63,187 $ 92,167 The following table presents information about the Company’s liabilities that were measured at fair value on a recurring basis as of December 31, 2022 (Predecessor) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine each liability's fair value: Description Level 1 Level 2 Level 3 Total Option Liability $ — $ — $ 5,174 $ 5,174 Total $ — $ — $ 5,174 $ 5,174 The following table presents a reconciliation of the beginning and ending balances of recurring level 3 fair value measurements: June 8 – June 30, 2023 (Successor) April 1 - June 7, 2023 (Predecessor) January 1 – June 7, 2023 (Predecessor) June 8 – June 30, 2023 (Successor) April 1 – June 30, 2022 (Predecessor) January 1 – June 30, 2022 (Predecessor) Balance of recurring level 3 liabilities at beginning of period $ 63,851 $ — $ 5,174 $ 63,851 $ 1,824 $ 1,459 Total gains and losses during the period included in Other Income (Expense) (664) — — (664) 30 395 Issuances — — — — — — Payments — — (5,174) — — Transfers into level 3 — — — — — — Transfers out of level 3 — — — — — — Balance of recurring level 3 liabilities at end of period $ 63,187 $ — $ — $ 63,187 $ 1,854 $ 1,854 Earnout Shares - The fair values for the Earnout Shares are estimated using a Monte Carlo simulation. The Monte Carlo simulation considers daily simulated stock prices as a proxy for the Company's daily volume-weighted average share price. The key inputs into the valuation of the Earnout Shares are an expected term of 3 years, a risk-free rate of 4.4% and estimated equity volatility of 26.5%. The estimated equity volatility assumption is based on a blended average of asset and equity volatility measurements, respectively, of publicly traded companies within the Company's peer group. Warrants - The Public Warrants are valued using their quoted and publicly available market prices. Since their fair value is predicated on quoted prices in an active market for identical instruments, the Public Warrants are considered to be Level 1 fair value instruments because their price is observable. The Company uses a Black-Scholes Merton Model to value the Private Placement Warrants. Key inputs into the Black-Scholes Merton Model include the Class A Common Stock closing price of $13.00, the risk free rate of 4.1%, volatility of 27.0%, a term of 5 years and a strike price of $11.50 per share. The volatility assumption is based on a blended average of operating and equity volatility, of publicly traded companies within the Company's peer group.The Private Placement Warrants are considered to be Level 3 fair value instruments because they are not traded on public markets; therefore, their price is not observable. Option Liability - The Company’s option liability was issued in conjunction with member loans authorized on October 15, 2021. The loans were fully repaid on February 3, 2022. The interest expense related to these loans equaled $30 and $0 during the period from January 1, 2023 through June 7, 2023 (Predecessor) and the period from June 8, 2023 through June 30, 2023 (Successor), respectively. These measurements were reported in Interest Income (Expense) on the Consolidated Statements of Operations and Comprehensive Loss. On January 11, 2023, an option holder exercised its option to purchase membership interests associated with the member loan agreement. On February 3, 2023, another option holder also exercised its option to purchase membership interests associated with the member loan agreement. The Company issued 5,824 and 28,764 membership interests to the two option holders, respectively, and received an aggregate of $5,836 from the exercise of the options. No loan options are currently outstanding. |
Net Loss per Share and Net Loss
Net Loss per Share and Net Loss per Unit | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share and Net Loss per Unit | Net Loss per Share and Net Loss per Unit Successor Period – Basic net loss per share is computed based on the weighted average number of shares of Common Stock outstanding. Diluted net income per share is computed based on the weighted average number of shares of Common Stock outstanding, increased by the number of any additional shares of Common Stock that would have been outstanding had any potentially dilutive shares of Common Stock been issued and reduced by the number of shares of Common Stock the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. For the purposes of the diluted earnings per share calculation, Warrants, Earnout Shares, BHES Bonus Shares (Note L), unvested Class A OpCo Units and the potential conversion of OpCo Units are excluded from the net loss per share calculation for the period from June 8, 2023 through June 30, 2023 (Successor) because their inclusion would be anti-dilutive due to the losses reported in the Successor Period. Additionally, Earnout Shares and BHES Bonus Shares are excluded from the net loss calculation because the contingencies that would allow for those Earnout Shares to vest into OpCo Units have not yet been met. Based on the amounts outstanding at June 30, 2023 (Successor), the Company excluded the following financial instruments from the computation of diluted net loss per unit because their inclusion would be anti-dilutive due to the losses reported in the Successor Period: Anti-Dilutive Instrument June 30, 2023 (Successor) Public Warrants 8,624,974 Private Placement Warrants 10,900,000 Earnout Shares 986,775 BHES Bonus Shares 2,068,416 Unvested Class A OpCo Units 1,119,198 Class A OpCo Units 136,392,072 Class B OpCo Units 6,638,125 Total 166,729,560 Only shares of Class A Common Stock participate in the Company’s undistributed earnings. As such, the Company’s undistributed earnings are allocated entirely to the Class A Common Stock based on the weighted-average number of shares of Class A Common Stock outstanding for the period from June 8, 2023 through June 30, 2023 (Successor). The following table sets forth the computation of the Company’s basic and diluted net loss per share for the period from June 8, 2023 through June 30, 2023 (Successor): Class A Numerator Net loss $ (110,586) Net loss attributable to shareholders $ (35,017) Denominator Weighted-average number shares outstanding, basic and diluted 67,404,794 Net loss per share attributable to shareholders, basic and diluted $ (0.52) Predecessor Period – Basic net loss per unit is computed based on the weighted average number of membership interests outstanding. Diluted net loss per unit is computed based on the weighted average number of membership interests outstanding, increased by the number of any additional units that would have been outstanding had any potentially dilutive membership interests been issued and decreased by the number of membership interests the Company could have repurchased from the proceeds from issuance of the potentially dilutive membership interests. As of June 30, 2022 (Predecessor), the Company’s potentially dilutive securities were Profits Interests, member loan share options and share options. Based on the amounts outstanding at June 30, 2022 (Predecessor), the Company excluded the following potential membership interests from the computation of diluted net loss per unit because their inclusion would be anti-dilutive due to the losses reported in the Predecessor Period: Anti-Dilutive Instrument June 30, 2022 (Predecessor) Profits Interests 450,013 Member Loan Share Options 34,588 Occidental Petroleum Share Options 711,111 Total 1,195,712 The following table sets forth the computation of the Company’s basic and diluted net loss per unit for the three month and six month periods ended June 30, 2022 (Predecessor) and for the period from January 1, 2023 through June 7, 2023 (Predecessor), respectively: Period from April 1 - June 7, 2023 (Predecessor) Period from January 1 - June 7, 2023 (Predecessor) Three Months Ended June 30, 2022 (Predecessor) Six Months Ended June 30, 2022 (Predecessor) Numerator: Net loss $ (17,109) $ (34,176) $ (13,767) $ (25,114) Net loss attributable to membership interest holders (17,109) (34,176) (13,767) (25,114) Denominator: Weighted-average number membership interests outstanding, basic and diluted 3,791,634 3,766,871 3,715,971 3,685,699 Net loss per unit attributable to membership interest holders, basic and diluted $ (4.51) $ (9.07) $ (3.70) $ (6.81) |
Shareholders' Equity, Non-Contr
Shareholders' Equity, Non-Controlling Interest and Members' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholders' Equity, Non-Controlling Interest and Members' Equity | Shareholders’ Equity, Non-Controlling Interest and Members’ Equity Successor Period - The Company’s equity consists of a total of 831,000,000 authorized shares across all classes of capital stock, which the Company has the authority to issue. The 831,000,000 authorized shares consist of 1,000,000 authorized shares of preferred stock with a par value of $0.0001 per share, 520,000,000 authorized shares of Class A Common Stock with a par value of $0.0001 per share, and 310,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. As of June 30, 2023 (Successor), the Company had no outstanding shares of Preferred Stock, 67,352,271 outstanding shares of Class A Common Stock, and 142,711,590 outstanding shares of Class B Common Stock. The table below demonstrates the calculation of comprehensive loss attributable to redeemable non-controlling interest holders for the June 8, 2023 through June 30, 2023 (Successor) Period: Period from June 8 - June 30, 2023 (Successor) Comprehensive Loss $ (110,586) Redeemable non-controlling interest percentage - Class A OpCo Units 64.8 % Comprehensive loss attributable to Class A OpCo Units $ (71,660) Period from June 8 - June 30, 2023 (Successor) Comprehensive Loss $ (110,586) Redeemable non-controlling interest percentage - Class B OpCo Units 3.2 % Comprehensive loss attributable to Class B OpCo Units $ (3,539) Redeemable non-controlling interests are comprised of 136,073,465 vested Class A OpCo Units and 6,638,125 vested Class B OpCo Units. Class A OpCo Units are exchangeable for shares of Class A Common Stock or redeemable for cash. Additionally, the Company holds a call right that enables it to redeem Class A OpCo Units for shares of Class A Common Stock or cash once the unit holder has elected to redeem the equity instrument. Class B OpCo Units are convertible into Class A OpCo Units at the unit holders' discretion, as long as the value of the Class B OpCo Units equals the value of the Class A OpCo Units at the time of exchange. Subsequent to the Business Combination (Note C), Class B OpCo Units are convertible into Class A OpCo Units whenever Class A OpCo Units or Warrants are redeemed, the Company offers equity securities, Warrants are exercised, or certain other equity transactions that cause the value of the Class B OpCo Units to be stepped-up to the value Class A OpCo Units. Predecessor Period – The Company’s equity in the Predecessor Period comprised a single class of membership interests. The Company’s members’ equity as of June 30, 2022 (Predecessor) included 4,987,845 authorized membership interests, of which 3,716,149 were issued and outstanding. Due to the absence of an active market for the Company’s membership interests, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid - V aluation of Privately-Held Company Equity Securities Issued as Compensation to estimate the fair value of its membership interests. The estimated fair value of the membership interests was determined at each grant date based upon a variety of factors, including price of equity issuances by the Company, the Company’s financial position, historical financial performance, the Company’s developed, external market conditions affecting any trends within the industry and the likelihood of achieving a liquidity event. |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payments | Share-Based Payments The following table presents the employee share-based compensation cost that the Company recorded for the fiscal periods presented on the Consolidated Statements of Operations and Comprehensive Loss: June 8 - June 30, 2023 (Successor) April 1 - June 7, 2023 (Predecessor) Three Months Ended June 30, 2022 (Predecessor) June 8 - June 30, 2023 (Successor) January 1 - June 7, 2023 (Predecessor) Six Months Ended June 30, 2022 (Predecessor) Share-based compensation cost $ 1,655 $ 1,172 $ 3,197 $ 1,655 $ 3,075 $ 5,801 As of June 30, 2023 (Successor), there was $4,605 of unrecognized share-based compensation expense related to unvested Profits Interests granted under previous programs, which the Company expects to recognize through 2025. As of December 31, 2022 (Predecessor), there was $9,312 of unrecognized share-based compensation expense related to unvested equity awards granted under previous programs. The following table presents a summary of employee equity awards outstanding, granted, forfeited, vested on an accelerated basis and redeemed during the current year-to-date: Quantity Calculated Value June 8 - June 30, 2023 (Successor) January 1 - June 7, 2023 (Predecessor) June 8 - June 30, 2023 (Successor) January 1 - June 7, 2023 (Predecessor) Unvested, beginning of period 1,895,179 226,494 $ 13.06 $ 63.25 Granted — — — — Forfeited (324,625) — 10.82 — Vested — (107,418) — 63.18 Accelerated (451,356) — 15.05 — Unvested, end of period 1,119,198 119,076 12.91 63.32 In conjunction with the Business Combination, the Company's board of directors and RONI's shareholders approved the 2023 Omnibus Incentive Plan. The 2023 Omnibus Incentive Plan reserves a number of shares of Class A Common Stock equal to 9.0% of the total quantity of shares of Class A Common Stock and Class B Common Stock outstanding immediately subsequent to the Business Combination (Note C) for grant to Company employees as equity awards. The quantity of shares of Class A Common Stock reserved for grant under the Omnibus Incentive Plan will automatically increase annually on the first day of each fiscal year beginning with the 2024 fiscal year in an amount equal to 5.0% of the combined shares of Class A Common Stock and Class B Common Stock outstanding on the last day of the immediately preceding fiscal year or such lesser amount as determined by the administrator of the 2023 Omnibus Incentive Plan. To date, the Company has not authorized any awards under the 2023 Omnibus Incentive Plan. Replacement Awards - Pursuant to the Business Combination Agreement (Note C), 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 will be 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. Accelerated Vesting & 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 are recorded in General and Administrative - Related Party within the June 8 through June 30, 2023 (Successor) period of the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Business Combination resulted in the forfeiture of 30,000 unvested Profits Interests, which equated to 324,625 Class A OpCo Units and a corresponding number of shares of Class B Common Stock. This forfeiture did not affect the compensation expense recorded in the Consolidated Statements of Operations and Comprehensive Loss because the awards were unvested at the time of forfeiture. JDA - From April 1 through June 7, 2023 (Predecessor), the equity issued as payment for costs incurred pursuant to the Original JDA comprised 9,210 of NET Power, LLC's single class of membership interests at a value of $168.75 per membership interest. During the Successor Period, the equity accrued as payment for costs incurred pursuant to the Amended and Restated JDA comprised 318,607 Class A OpCo Units and a corresponding number of shares of Class B Common Stock at a total equivalent value of $2,106. The portion of Original JDA and Amended and Restated JDA costs that the Company pays with Class A OpCo Units and shares of Class B Common Stock is recorded within Additional Paid in Capital on the Consolidated Balance Sheets and the Consolidated Statement of Shareholders' Equity and Non-Controlling Interest. 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 ASC 718's guidance; therefore, the Company recognizes the compensation cost associated with milestone share-based payments ratably over the expected service period. The following table disaggregates the variable compensation payable to BHES should it meet its milestone objectives: Performance Period End Date Compensation Cost Incurred To Date Remaining Compensation Cost Total Compensation Cost JDA - variable share-based payments January, 2027 $ 19,738 $ 7,607 $ 27,345 Additionally, BHES received an additional 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 C). 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 losses of $1,365 related to such issuances. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Commitments and Contingencies Litigation - In conjunction with the Business Combination (Note C), the Company entered into a settlement agreement with a RONI shareholder related to certain disclosures made in the registration statement filed by RONI for the Business Combination. The settlement amount did not have a material effect on the Consolidated Balance Sheets of the Company. Office Lease - On June 6, 2022, the Company entered into an office space lease agreement, which became effective on November 1, 2022 and continues for 5 years from the signing date. The lease is classified as an operating lease and the lease liability was calculated using an incremental borrowing rate of 8.0%. The following table presents the future minimum lease payments, representative of the Company’s contractually-required cash payments to the lessor, attributable to this operating lease: Year Future Minimum Lease Payments 2023 $ 94 2024 192 2025 196 2026 201 2027 171 2028 and thereafter — Total $ 854 As of June 30, 2022, the Company had $724 in lease liabilities and $926 in right-of-use assets attributable to its office lease on its Consolidated Balance Sheets. Land Lease - The Company leases the land under the Demonstration Plant. The lease expires on the earlier of (i) July 1, 2025 or (ii) the termination of the Company’s oxygen supply agreement with the lessor, which also serves as a supplier to the Company. Lease payments for the land equal $1.00 per year. In conjunction with the Business Combination Agreement (Note C), the Company revalued its land lease at its fair value, which involved a comparison of the land lease's terms against comparable market lease terms. Based on this comparison, the Company recorded $210 of right-of-use assets on the Consolidated Balance Sheets related to the favorable terms of its Demonstration Plant land lease. Asset Retirement Obligation - The Company’s valuation of the asset retirement obligation related to the Demonstration Plant encompasses an estimate for the cost to restore the site as required by lease terms. The following table reconciles the beginning value of the Company's asset retirement obligation liability to its ending balance for each period presented in the Consolidated Statements of Operations and Comprehensive Loss: Period from Period from June 8 – June 30, 2023 (Successor) April 1 - June 7, 2023 (Predecessor) April 1 – June 30, 2022 (Predecessor) June 8 – June 30, 2023 (Successor) January 1 – June 7, 2023 (Predecessor) January 1 – June 30, 2022 (Predecessor) Asset retirement obligation, beginning of period $ 1,967 $ 2,474 $ 2,254 $ 1,967 $ 2,415 $ — Obligation incurred — — — — — 2,201 Periodic accretion expense 10 44 54 10 103 107 Asset retirement obligation, end of period $ 1,977 $ 2,518 $ 2,308 $ 1,977 $ 2,518 $ 2,308 Unconditional Purchase Obligations - The Company has committed to purchase industrial components for installation at its Demonstration Plant. The Company pays for these components in installments related to contractual milestones specified by the counterparty. In accordance with ASC 440, the Company does not recognize the commitment on its Consolidated Balance Sheets. Upon invoicing, the Company reclassifies current period installment payments to accounts payable and proportionally increases its construction in progress account. The Company expects to recognize the gross value of its existing asset purchase commitments during the current fiscal year. Additionally, the Company does not recognize the commitment related to the Amended and Restated JDA (Note H and Note L) on its balance sheet in accordance with ASC 440's guidance. Upon invoicing the Company accrues for the current period billing in Due to Related Parties and records the related operating expense and compensation expense. The Company expects to recognize the gross value of its commitments under the Amended and Restated JDA by January, 2027. The following table presents the Company’s material, unrecognized purchase obligations: Period of Recognition Commitment Consideration Type Gross Commitment June 8 - June 30, 2023 (Successor) January 1 - June 7, 2023 (Predecessor) Prior Predecessor Periods Remaining Commitment Asset Purchase Commitment Cash $ 4,700 $ — $ 1,168 $ — $ 3,532 Original and Amended and Restated JDA (Note H) Cash 70,000 119 3,121 2,211 64,549 Original and Amended and Restated JDA (Note H) Share-Based 70,000 147 3,902 2,765 63,186 Total $ 144,700 $ 266 $ 8,191 $ 4,976 $ 131,266 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Prior to the Closing Date, NET Power, LLC represented a pass-through entity for state and federal income tax consideration, which passed through its income or loss to its partners; therefore, it did not record income tax (benefit) expense. The following table presents the Company’s Income tax (benefit) expense and the effective income tax rate during the period from June 8 through June 30, 2023 (Successor): June 8 - June 30, 2023 (Successor) Income tax expense (benefit) $ (672) Effective tax rate 0.6 % The provision for income taxes differs from the amount of income tax computed by applying the U.S. statutory federal tax rate of 21.0% to the loss before income taxes due to income (loss) from non-taxable pass-through entities related to non-controlling interests, non-deductible expenses, outside basis adjustments and the valuation allowance placed against deferred tax assets. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn August 11, 2023, the Company entered into a new lease agreement, which will be classified as an operating lease on the Consolidated Balance Sheets in accordance with ASC 842. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation - The accompanying unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and include some amounts that are based upon management estimates and judgments. In the Company's opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position, results of operations and cash flows for the periods presented. Such adjustments consist solely of normal, recurring adjustments. |
Principles of Consolidation | Principles of Consolidation – The Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss include the accounts of subsidiaries that NET Power Inc. consolidates according to the rules set forth in Accounting Standards Codification (“ASC”) Topic 810 – Consolidation (“ASC 810”). The Company consolidates all subsidiaries in which it owns a 50.0% or greater ownership interest and all variable interest entities ("VIE's") to which it is deemed to represent the primary beneficiary, as described below. The Consolidated Balance Sheets and the Consolidated Statement of Operations and Comprehensive Loss include the accounts of the following wholly-owned subsidiaries and consolidated VIE's: NET Power Europe LTD (“NP Europe”); NET Power Friendship 7, LLC; NET Power Technology, LLC; NET Power Atlas, LLC; NET Power Canaveral, LLC; NET Power Services, LLC, NET Power Management Holdings Inc.; NET Power Management LLC; NET Power Operations LLC ("OpCo"); NET Power Intermediate LLC and NET Power, LLC (collectively with NET Power Inc., the “Company”). Intercompany balances have been eliminated through the consolidation process. ASC 810 requires that a reporting entity that possesses a controlling financial interest in a VIE should consolidate that VIE. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities that most significantly impact the VIE's economic performance; and (b) the obligation to absorb the VIE's losses and the right to receive benefits that are significant to the VIE. The Company determined that NET Power Operations LLC meets the definition of a VIE and that the Company became the primary beneficiary of it beginning on the date of the Business Combination (Note C); therefore, the Company must consolidate NET Power Operations LLC from the date of the Business Combination. |
Business Combination | Business Combination – The Company applies the guidance within ASC Topic 805 – Business Combinations to all merger and acquisition transactions, including the Business Combination (Note C), through which the Company obtains control over one or more other businesses. The Company may elect the acquisition method for all transactions and other events through which the Company obtains control over one or more other businesses, including the Business Combination (Note C). Under the acquisition method, assets acquired and liabilities assumed are measured at fair value as of the acquisition date. Liabilities related to contingent |
Segment Reporting | Segment Reporting - In accordance with ASC Topic 280 – Segment Reporting, the Company has one operating segment and one reportable segment. The Company has one line of business. |
Revenue Recognition | Revenue Recognition, Trade Receivables and Allowance for Doubtful Accounts – The Company follows the guidance within ASC Topic 606 – Revenue from Contracts with Customers to determine how and when it recognizes revenues. The Company accounts for a customer contract when both parties have approved the contract and are committed to perform their respective contractual obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance and it is probable that the Company will collect the consideration to which it is entitled. When billed in advance, the payment is deferred and recognized upon delivery of the service. Collectability is assessed based on a number of factors including collection history and customer creditworthiness. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Trade receivables are recorded at the invoiced amount and do not bear interest. The Company calculates an allowance for doubtful accounts based on a risk assessment performed when trade receivables are recognized. Write-offs are recorded at the time when trade receivables are deemed uncollectible. The Company has historically recognized revenue from two primary sources, feasibility studies and government grants. Feasibility studies represent reviews of customer business operations to determine the viability of the NET Power Process to the customer’s specific use-case. Government grants represent U.S. federal programs that incentivize the development of novel energy solutions. Feasibility studies generally contain one performance obligation, the customer’s acceptance of the feasibility study report at the end of the review period. Government grants generally contain multiple performance obligations related to the incursion of costs associated with the development of in-scope activities that entitle the Company to reimbursement from the sponsoring federal agency. |
Accounts Receivable | Revenue Recognition, Trade Receivables and Allowance for Doubtful Accounts – The Company follows the guidance within ASC Topic 606 – Revenue from Contracts with Customers to determine how and when it recognizes revenues. The Company accounts for a customer contract when both parties have approved the contract and are committed to perform their respective contractual obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance and it is probable that the Company will collect the consideration to which it is entitled. When billed in advance, the payment is deferred and recognized upon delivery of the service. Collectability is assessed based on a number of factors including collection history and customer creditworthiness. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Trade receivables are recorded at the invoiced amount and do not bear interest. The Company calculates an allowance for doubtful accounts based on a risk assessment performed when trade receivables are recognized. Write-offs are recorded at the time when trade receivables are deemed uncollectible. The Company has historically recognized revenue from two primary sources, feasibility studies and government grants. Feasibility studies represent reviews of customer business operations to determine the viability of the NET Power Process to the customer’s specific use-case. Government grants represent U.S. federal programs that incentivize the development of novel energy solutions. Feasibility studies generally contain one performance obligation, the customer’s acceptance of the feasibility study report at the end of the review period. Government grants generally contain multiple performance obligations related to the incursion of costs associated with the development of in-scope activities that entitle the Company to reimbursement from the sponsoring federal agency. |
Fair Value | Fair Value - Certain assets and liabilities are carried at fair value in accordance with ASC Topic 820 – Fair Value Measurement. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (i.e., the exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 - Significant other observable inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and • Level 3 - Significant unobservable inputs in which there is little or no market data available and requires the Company to develop its own assumptions that market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of any input that is significant to the fair value measurement. The Company’s estimates of fair values are based upon assumptions believed to be reasonable, but which are uncertain and involve significant managerial judgments made by considering factors specific to the asset or liability. The determination of fair value requires more judgment to the extent the valuation is based on models or inputs that are less observable or unobservable in the market. Accordingly, the degree of judgment exercised by the Company in determining the fair value is greatest for instruments categorized as Level 3. The Company’s recurring fair value measurements comprise the Private Placement Warrants, the Public Warrants and the Earnout Shares (as defined below) (Note I). |
Cash | Cash - Cash consists of liquid deposits at banking institutions that are members of the Federal Deposit Insurance Corporation (“FDIC”) and the Financial Services Compensation Scheme (“FSCS”), the UK’s statutory compensation system for customers of authorized financial services firms. FDIC guidelines guarantee $250 per depositor, per insured bank and FSCS guidelines guarantee £85 per depositor per insured bank. |
Warrants | Warrants - The Company issued public warrants (the “Public Warrants”) and private placement warrants (the “Private Placement Warrants” and collectively with the Public Warrants, the “Warrants”) prior to the consummation of the Business Combination (Note C). The Company accounts for both the Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance outlined in ASC Topic 480 - Distinguishing Liabilities from Equity ("ASC 480"), ASC Topic 815 - Derivatives and Hedging ("ASC 815") and relevant SEC reporting rules. The guidance considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, whether the Warrants meet the definition of a liability pursuant to ASC 480, whether the Warrants meet all of the requirements for equity classification under ASC 815 and whether class of equity into which the Warrants settle possess substantive voting rights. This assessment is conducted at the time of the instruments’ issuance and at each subsequent quarterly period end date while the Warrants remain outstanding. In compliance with ASC 815, the Company accounts for the outstanding Warrants as a liability at fair value on the Consolidated Balance Sheets. The Warrants are subject to remeasurement at each Balance Sheets date with any change in the Warrants’ fair value recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss. |
Tax Receivable Agreement | Tax Receivable Agreement - As part of the Business Combinations (Note C), the Company entered into a Tax Receivable Agreement (“TRA”) with certain shareholders that will represent approximately 75% of the calculated tax savings based on the portion of basis adjustments on future exchanges of Company units and other carryforward attributes assumed that are anticipated to be able to utilize in future years. There was no exchange of Company units as part of the Business Combination and there has been no exchange since the Closing Date therefore, we have not recorded a TRA liability as of June 30, 2023 (Successor). |
Intangible Assets | Intangible Assets - The Company accounts for intangible assets, which consist of developed technology related to the NET Power Process, in accordance with ASC Topic 350 - Goodwill and Other Intangible Assets (“ASC 350”). The following table summarizes the estimated useful lives used to amortize definite lived intangible assets: Intangible Asset Classification Useful Life Developed Technology 20 The weighted average amortization period for all intangible assets is 20 years. |
Goodwill | Goodwill - The Company recognizes goodwill in accordance with ASC 350. Goodwill represents the excess costs of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested annually for impairment. During the June 8 through June 30, 2023 Successor Period, the Company determined that no impairment charges for goodwill were required to be recognized. |
Prepaid Expenses | Prepaid Expenses - Prepaid expenses consist of costs paid in advance for software and other subscriptions, patent renewal fees, general liability insurance and employee health insurance. |
Property, Plant and Equipment | Property, Plant and Equipment - Property, plant and equipment are recorded at the historical cost to acquire the assets. The costs bases of property, plant and equipment to which the Company held title prior to the Business Combination completion (Note C) were stepped-up to their respective fair values on June 8, 2023 in accordance with the closure of the Business Combination. The Demonstration Plant's depreciable value consists of costs associated with the engineering, procurement, and construction of the facility. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets. Amounts capitalized to construction in progress are not capitalized until the underlying asset is placed into service. The following table summarizes the estimated useful lives used to depreciate property, plant and equipment and assets: Asset Classification Useful Life Furniture and Equipment 4 – 7 Demonstration Plant 7 Construction in Progress — |
Impairment of Definite-Lived Assets | Impairment of Definite-Lived Assets - In accordance with ASC Topic 360 - Property, Plant and Equipment, tangible and intangible assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate |
Lease Agreements | Lease Agreements – Lease agreements may fall within two categories according to ASC Topic 842 – Leases, operating leases or financing leases. Both operating and finance leases result in the recognition of lease liabilities and associated right-of-use assets that are valued at the net present value of the lease payments and recognized. The Company has elected the short-term lease exception and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. The lease term includes the committed lease term identified in the contract, taking into account renewal and termination options that management is reasonably certain to exercise. The discount rate used in the measurement of a right-to-use asset and lease liability is the rate implicit in the lease whenever that rate is readily determinable. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as a proxy for the discount rate based on the term of the lease unless the implicit rate is available. |
Asset Retirement Obligation | Asset Retirement Obligation – The Company recognizes liabilities and the corresponding assets for future obligations associated with the retirement of assets. The fair values of legal obligations to retire and remove long-lived assets are recorded in the period in which the obligation is incurred. Prior to the Business Combination (Note C), asset retirement obligations were reflected in property, plant and equipment. In conjunction with the Business Combination, the Company re-measured its property, plant and equipment assets at their respective June 8, 2023 fair values, which resulted in the asset retirement obligation being removed from property, plant and equipment on the Consolidated Balance Sheets. When an asset retirement obligation arises, the liabilities and corresponding assets are recorded at their present values using a discounted cash flow approach and the liabilities are accreted using the interest method. The asset retirement costs and corresponding liabilities that have been recorded to-date relate to the obligations of the land lease for the property underneath the Demonstration Plant at the end of the Demonstration Plant's estimated useful life. The Company’s valuation of the asset retirement obligation related to the Demonstration Plant encompasses an estimate for the cost to restore the site as required by lease terms. The accretion expense generated by the Company’s asset retirement obligation liability is recognized ratably over the Demonstration Plant’s expected seven year useful life. |
Net Loss per Unit and Net Loss per Share | Net Loss per Unit - During the Predecessor Period (as defined below), the Company computed basic net loss per unit by dividing the total net loss applicable to membership interest holders by the weighted average number of membership interests outstanding during the period. The Company computed diluted net loss per unit by dividing the net loss applicable to membership interest holders by the sum of the weighted-average number of membership interests outstanding during the period and the potentially dilutive effects of distribution units, Profits Interests and options to purchase membership interests. Such items were excluded if their effect was anti-dilutive. Since the impact of the distribution units, Profits Interests, and options to purchase membership interests were anti-dilutive during periods of net loss, there was no difference between the Company’s basic and diluted net loss per unit for the period from April 1 through June 7, 2023 (Predecessor), January 1, 2023 through June 7, 2023 (Predecessor) or the year ended December 31, 2022 (Predecessor). Net Loss per Share - During the Successor Period (as defined below), basic net loss per share is computed based on the weighted average number of common shares outstanding. Diluted net loss per share is computed based on the weighted average number of common shares outstanding, increased by the number of any additional shares that would have been outstanding had any potentially dilutive common shares been issued. For the purposes of the diluted earnings per share calculation, Warrants, Earnout Shares and conversion of OpCo Units are excluded from the calculation for the period from June 8 through June 30, 2023 (Successor), as the inclusion would be anti-dilutive due to the losses reported in the year. Successor Period – Basic net loss per share is computed based on the weighted average number of shares of Common Stock outstanding. Diluted net income per share is computed based on the weighted average number of shares of Common Stock outstanding, increased by the number of any additional shares of Common Stock that would have been outstanding had any potentially dilutive shares of Common Stock been issued and reduced by the number of shares of Common Stock the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Predecessor Period – Basic net loss per unit is computed based on the weighted average number of membership interests outstanding. Diluted net loss per unit is computed based on the weighted average number of membership interests outstanding, increased by the number of any additional units that would have been outstanding had any potentially dilutive membership interests been issued and decreased by the number of membership interests the Company could have repurchased from the proceeds from issuance of the potentially dilutive membership interests. |
Equity Based Compensation | Equity Based Compensation – The Company applies ASC Topic 718 – Share-Based Payments (“ASC 718”) to account for its equity awards. Equity awards granted to employees include Profits Interests that settled to OpCo Class A units and a corresponding number of shares of Class B Common Stock. Generally, each award is subject to a service condition that requires a specific period of continued employment or service to the Company to elapse before the award fully vests. Certain awards also include performance conditions to vest fully. The Company’s Compensation Committee establishes these service and performance conditions. The estimated fair value of NET Power LLC membership units was determined by an independent, external valuation service provider at each equity grant date until the Company became publicly traded. On the Closing Date, the Company fair valued the OpCo Units used to satisfy outstanding share-based awards at the fair value of the Company's Class A Common Stock. |
Earnout Shares and Restricted Shares | The Earnout Shares are reported as liabilities within the Company’s Consolidated Balance Sheets. The liability classification reflects the Company’s evaluation of the Earnout Shares according to ASC 480’s and ASC 815’s standards. The Price Based Lockup Shares and the Time-Based Lockup Shares are included as equity within the Company's Consolidated Balance Sheets. |
Non-Controlling Interest | Non-Controlling Interest - Non-controlling interests (“NCI”) represent certain Legacy NET Power Holders partners’ ownership of OpCo and certain directors’ proportionate share of the reporting entity. NCI is comprised of Class B OpCo Units and Class A OpCo Units (Note K). After evaluating each class of equity's redemption rights under ASC 480, the Company determined that both classes of NCI are subject to potential cash redemption that rests outside the Company's control. The Company has classified NCI as a component of mezzanine equity in consideration of this cash redemption feature and in accordance with ASC 810's guidance. |
Research and Development Costs | Research and Development Costs - The Company expenses costs related to operations and testing at the Demonstration Plant, as well as engineering and design costs related to development of the NET Power Process as incurred. These costs are included in Research and Development on the Consolidated Statements of Operations and Comprehensive Loss. |
Related Parties | Related Parties –The Company applies ASC Topic 850 – Related Parties ("ASC 850") and prevailing SEC Guidance to classify and report transactions with related parties. The Company has entered into contractual relationships with several of its current shareholders and former members that qualify as related parties according to the aforementioned criteria. These relationships include loans from members, master service agreements (“MSA”) and joint development agreements (“JDA”) designed to develop and deploy the NET Power Process. The Amended and Restated JDA qualifies as an unconditional purchase obligation under ASC Topic 440 - Commitments ("ASC 440") (Note M). |
Income and Uncertain Taxes | Income and Uncertain Taxes – The Company applies the guidance set forth in ASC Topic 740 – Income Taxes (“ASC 740”) to evaluate its tax positions. The Company evaluates the realizability of deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more-likely-than-not that all or a portion of a deferred tax asset may not be realized. The Company calculates the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to ordinary income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. NET Power Inc. consolidates the financial results of OpCo in its consolidated financial statements. OpCo represents a pass-through entity for U.S. federal and most applicable state and local income tax purposes. As a pass-through entity for tax purposes, OpCo is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by OpCo is passed through to its members, including NET Power Inc., which is taxed as a corporation that pays corporate federal, state and local taxes with respect to income allocated from OpCo based on its economic interest in OpCo. NP Europe is subject to taxation pursuant to UK tax regulations. For the quarter ended June 30, 2023 (Successor) and the year ended December 31, 2022 (Predecessor), NP Europe incurred taxable losses, which may be used to offset future profits. The Company has established a valuation allowance against possible future tax benefits because the ability to recognize these benefits does not meet ASC 740's more-likely-than-not recognition threshold; therefore, no provision or asset for UK income taxes has been included in the consolidated financial statements. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to comply with the applicable accounting guidance. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the estimated useful lives used to amortize definite lived intangible assets: Intangible Asset Classification Useful Life Developed Technology 20 The following tables present the Company's definite lived intangible assets as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are as follows: June 30, 2023 (Successor) December 31, 2022 (Predecessor) Developed technology, gross $ 1,345,000 $ 604 Accumulated Amortization (4,110) (341) Developed technology, net $ 1,340,890 $ 263 |
Property, Plant and Equipment | The following table summarizes the estimated useful lives used to depreciate property, plant and equipment and assets: Asset Classification Useful Life Furniture and Equipment 4 – 7 Demonstration Plant 7 Construction in Progress — The following table summarizes the key classifications of property, plant and equipment as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor): June 30, 2023 (Successor) December 31, 2022 (Predecessor) Furniture and Equipment, gross $ 253 $ 368 Accumulated Depreciation (4) (216) Furniture and Equipment, net 249 152 Demonstration Plant, gross 89,240 128,013 Accumulated Depreciation (796) (58,570) Demonstration Plant, net 88,444 69,443 Construction in Progress 2,854 — Total Property, Plant and Equipment, net $ 91,547 $ 69,595 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the total consideration transferred during the Business Combination: Consideration Transferred Total Pre-combination vesting of modified Profits Interests $ 325 Pre-combination vesting of unmodified Profits Interests 651 Consideration Transferred to Sellers 975 Class A OpCo Units - non-controlling interests 1,785,283 Fair value of total consideration transferred $ 1,786,258 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table sets forth the fair value of the assets and liabilities assumed in connection with the Business Combination: Total Assets Acquired Current Assets Cash $ 7,946 Prepaid expenses 637 Other current assets 30 Total Current Assets 8,613 Long Term Assets Intangible assets, net 1,345,000 Property, plant and equipment 91,855 Right-of-use assets 940 Total Long Term Assets 1,437,795 Total Assets Acquired $ 1,446,408 Liabilities Assumed Current Liabilities Accounts payable 2,574 Accrued liabilities 7,370 Current lease liability 137 Other current liabilities 1 Total Current Liabilities 10,082 Long Term Liabilities Deferred tax liability 81,243 Asset retirement obligation 1,967 Long term lease liability 594 Total Long Term Liabilities 83,804 Total Liabilities Assumed 93,886 Total identifiable net assets 1,352,522 Goodwill 433,737 Net assets acquired $ 1,786,259 |
Business Acquisition, Pro Forma Information | The following table presents pro forma information as if the Business Combination occurred as of January 1, 2022. The pro forma information reflects adjustments for additional amortization resulting from the fair value re-measurement of assets acquired and liabilities assumed, for alignment of accounting policies, and transaction expenses as if the Business Combination occurred on January 1, 2022. The pro forma results do not include any anticipated cost synergies or other effects of the combined Company. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor are they indicative of the Company's future operating results. Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Pro forma revenue $ 125 $ 208 $ 175 $ 432 Pro forma net loss (140,353) (30,507) (174,157) (58,594) Pro forma net loss attributable to non-redeemable controlling interest (44,913) (9,762) (55,730) (18,750) Pro forma net loss attributable to non-redeemable non-controlling interests (95,440) (20,745) (118,427) (39,844) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents goodwill activity during the period from June 8 through June 30, 2023 (Successor): Goodwill Balance at June 8, 2023 (Successor) $ 433,737 Measurement Period Adjustments — Balance at June 30, 2023 (Successor) $ 433,737 |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the estimated useful lives used to amortize definite lived intangible assets: Intangible Asset Classification Useful Life Developed Technology 20 The following tables present the Company's definite lived intangible assets as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are as follows: June 30, 2023 (Successor) December 31, 2022 (Predecessor) Developed technology, gross $ 1,345,000 $ 604 Accumulated Amortization (4,110) (341) Developed technology, net $ 1,340,890 $ 263 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents estimated amortization expense for future periods and future years ending December 31: Future Amortization Expense 2023 $ 33,625 2024 67,250 2025 67,250 2026 67,250 2027 67,250 2028 and thereafter 1,038,265 Total $ 1,340,890 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes the estimated useful lives used to depreciate property, plant and equipment and assets: Asset Classification Useful Life Furniture and Equipment 4 – 7 Demonstration Plant 7 Construction in Progress — The following table summarizes the key classifications of property, plant and equipment as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor): June 30, 2023 (Successor) December 31, 2022 (Predecessor) Furniture and Equipment, gross $ 253 $ 368 Accumulated Depreciation (4) (216) Furniture and Equipment, net 249 152 Demonstration Plant, gross 89,240 128,013 Accumulated Depreciation (796) (58,570) Demonstration Plant, net 88,444 69,443 Construction in Progress 2,854 — Total Property, Plant and Equipment, net $ 91,547 $ 69,595 |
Schedule of Asset Retirement Obligations | The following table disaggregates the contents of the Company's asset retirement obligation included in Property, Plant and equipment, net on the Consolidated Balance Sheets as of December 31, 2022 (Predecessor): December 31, 2022 (Predecessor) Asset Retirement Obligation, gross $ 2,201 Accumulated Depreciation (348) Asset Retirement Obligation, net $ 1,853 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued Liabilities as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) are as follows: June 30, 2023 (Successor) December 31, 2022 (Predecessor) Accrued Incentive Compensation $ 337 $ 1,451 Other Accrued Liabilities 1,931 941 Total Accrued Liabilities $ 2,268 $ 2,392 |
Trade Receivables and Allowan_2
Trade Receivables and Allowance for Doubtful Accounts (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Trade receivables, net as of June 30, 2023 (Successor) and December 31, 2022 (Predecessor) comprise the following balances: June 30, 2023 (Successor) December 31, 2022 (Predecessor) Trade Receivables, gross $ — $ 352 Allowance for Doubtful Accounts — — Trade Receivables, net $ — $ 352 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023 (Successor) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine each liability's fair value: Description Level 1 Level 2 Level 3 Total Public Warrants $ 28,980 $ — $ — $ 28,980 Private Placement Warrants — — 52,320 52,320 Earnout Shares — — 10,867 10,867 Total $ 28,980 $ — $ 63,187 $ 92,167 The following table presents information about the Company’s liabilities that were measured at fair value on a recurring basis as of December 31, 2022 (Predecessor) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine each liability's fair value: Description Level 1 Level 2 Level 3 Total Option Liability $ — $ — $ 5,174 $ 5,174 Total $ — $ — $ 5,174 $ 5,174 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation of the beginning and ending balances of recurring level 3 fair value measurements: June 8 – June 30, 2023 (Successor) April 1 - June 7, 2023 (Predecessor) January 1 – June 7, 2023 (Predecessor) June 8 – June 30, 2023 (Successor) April 1 – June 30, 2022 (Predecessor) January 1 – June 30, 2022 (Predecessor) Balance of recurring level 3 liabilities at beginning of period $ 63,851 $ — $ 5,174 $ 63,851 $ 1,824 $ 1,459 Total gains and losses during the period included in Other Income (Expense) (664) — — (664) 30 395 Issuances — — — — — — Payments — — (5,174) — — Transfers into level 3 — — — — — — Transfers out of level 3 — — — — — — Balance of recurring level 3 liabilities at end of period $ 63,187 $ — $ — $ 63,187 $ 1,854 $ 1,854 |
Net Loss per Share and Net Lo_2
Net Loss per Share and Net Loss per Unit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Based on the amounts outstanding at June 30, 2023 (Successor), the Company excluded the following financial instruments from the computation of diluted net loss per unit because their inclusion would be anti-dilutive due to the losses reported in the Successor Period: Anti-Dilutive Instrument June 30, 2023 (Successor) Public Warrants 8,624,974 Private Placement Warrants 10,900,000 Earnout Shares 986,775 BHES Bonus Shares 2,068,416 Unvested Class A OpCo Units 1,119,198 Class A OpCo Units 136,392,072 Class B OpCo Units 6,638,125 Total 166,729,560 Anti-Dilutive Instrument June 30, 2022 (Predecessor) Profits Interests 450,013 Member Loan Share Options 34,588 Occidental Petroleum Share Options 711,111 Total 1,195,712 |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the period from June 8, 2023 through June 30, 2023 (Successor): Class A Numerator Net loss $ (110,586) Net loss attributable to shareholders $ (35,017) Denominator Weighted-average number shares outstanding, basic and diluted 67,404,794 Net loss per share attributable to shareholders, basic and diluted $ (0.52) The following table sets forth the computation of the Company’s basic and diluted net loss per unit for the three month and six month periods ended June 30, 2022 (Predecessor) and for the period from January 1, 2023 through June 7, 2023 (Predecessor), respectively: Period from April 1 - June 7, 2023 (Predecessor) Period from January 1 - June 7, 2023 (Predecessor) Three Months Ended June 30, 2022 (Predecessor) Six Months Ended June 30, 2022 (Predecessor) Numerator: Net loss $ (17,109) $ (34,176) $ (13,767) $ (25,114) Net loss attributable to membership interest holders (17,109) (34,176) (13,767) (25,114) Denominator: Weighted-average number membership interests outstanding, basic and diluted 3,791,634 3,766,871 3,715,971 3,685,699 Net loss per unit attributable to membership interest holders, basic and diluted $ (4.51) $ (9.07) $ (3.70) $ (6.81) |
Shareholders' Equity, Non-Con_2
Shareholders' Equity, Non-Controlling Interest and Members' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule Of Comprehensive Loss Attributable To Non-Redeemable And Redeemable Non-Controlling Interest | The table below demonstrates the calculation of comprehensive loss attributable to redeemable non-controlling interest holders for the June 8, 2023 through June 30, 2023 (Successor) Period: Period from June 8 - June 30, 2023 (Successor) Comprehensive Loss $ (110,586) Redeemable non-controlling interest percentage - Class A OpCo Units 64.8 % Comprehensive loss attributable to Class A OpCo Units $ (71,660) Period from June 8 - June 30, 2023 (Successor) Comprehensive Loss $ (110,586) Redeemable non-controlling interest percentage - Class B OpCo Units 3.2 % Comprehensive loss attributable to Class B OpCo Units $ (3,539) |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents the employee share-based compensation cost that the Company recorded for the fiscal periods presented on the Consolidated Statements of Operations and Comprehensive Loss: June 8 - June 30, 2023 (Successor) April 1 - June 7, 2023 (Predecessor) Three Months Ended June 30, 2022 (Predecessor) June 8 - June 30, 2023 (Successor) January 1 - June 7, 2023 (Predecessor) Six Months Ended June 30, 2022 (Predecessor) Share-based compensation cost $ 1,655 $ 1,172 $ 3,197 $ 1,655 $ 3,075 $ 5,801 |
Share-Based Payment Arrangement, Option, Activity | The following table presents a summary of employee equity awards outstanding, granted, forfeited, vested on an accelerated basis and redeemed during the current year-to-date: Quantity Calculated Value June 8 - June 30, 2023 (Successor) January 1 - June 7, 2023 (Predecessor) June 8 - June 30, 2023 (Successor) January 1 - June 7, 2023 (Predecessor) Unvested, beginning of period 1,895,179 226,494 $ 13.06 $ 63.25 Granted — — — — Forfeited (324,625) — 10.82 — Vested — (107,418) — 63.18 Accelerated (451,356) — 15.05 — Unvested, end of period 1,119,198 119,076 12.91 63.32 |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | The following table disaggregates the variable compensation payable to BHES should it meet its milestone objectives: Performance Period End Date Compensation Cost Incurred To Date Remaining Compensation Cost Total Compensation Cost JDA - variable share-based payments January, 2027 $ 19,738 $ 7,607 $ 27,345 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, to be Paid, Maturity | The following table presents the future minimum lease payments, representative of the Company’s contractually-required cash payments to the lessor, attributable to this operating lease: Year Future Minimum Lease Payments 2023 $ 94 2024 192 2025 196 2026 201 2027 171 2028 and thereafter — Total $ 854 |
Schedule of Change in Asset Retirement Obligation | The following table reconciles the beginning value of the Company's asset retirement obligation liability to its ending balance for each period presented in the Consolidated Statements of Operations and Comprehensive Loss: Period from Period from June 8 – June 30, 2023 (Successor) April 1 - June 7, 2023 (Predecessor) April 1 – June 30, 2022 (Predecessor) June 8 – June 30, 2023 (Successor) January 1 – June 7, 2023 (Predecessor) January 1 – June 30, 2022 (Predecessor) Asset retirement obligation, beginning of period $ 1,967 $ 2,474 $ 2,254 $ 1,967 $ 2,415 $ — Obligation incurred — — — — — 2,201 Periodic accretion expense 10 44 54 10 103 107 Asset retirement obligation, end of period $ 1,977 $ 2,518 $ 2,308 $ 1,977 $ 2,518 $ 2,308 |
Long-Term Purchase Commitment | The following table presents the Company’s material, unrecognized purchase obligations: Period of Recognition Commitment Consideration Type Gross Commitment June 8 - June 30, 2023 (Successor) January 1 - June 7, 2023 (Predecessor) Prior Predecessor Periods Remaining Commitment Asset Purchase Commitment Cash $ 4,700 $ — $ 1,168 $ — $ 3,532 Original and Amended and Restated JDA (Note H) Cash 70,000 119 3,121 2,211 64,549 Original and Amended and Restated JDA (Note H) Share-Based 70,000 147 3,902 2,765 63,186 Total $ 144,700 $ 266 $ 8,191 $ 4,976 $ 131,266 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the Company’s Income tax (benefit) expense and the effective income tax rate during the period from June 8 through June 30, 2023 (Successor): June 8 - June 30, 2023 (Successor) Income tax expense (benefit) $ (672) Effective tax rate 0.6 % |
Organization and Nature of th_2
Organization and Nature of the Business (Details) - MW | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2021 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Renewable energy assets, power generation capacity (in megawatts) | 50 | ||
First-fire achievement, period | 2 years | ||
First-fire test campaign, period | 3 months |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) segment trading_day tranche line_of_business $ / shares shares | Dec. 31, 2022 USD ($) | |
Class of Stock [Line Items] | ||
Number of operating segments | segment | 1 | |
Number of reportable segments | segment | 1 | |
Number of line of businesses | line_of_business | 1 | |
Cash deposits, amounts in excess of FDIC limit | $ | $ 648,124 | $ 7,925 |
Tax receivable agreement, net cash savings, percentage | 0.75 | |
Useful Life | 20 years | |
Demonstration Plant | ||
Class of Stock [Line Items] | ||
Useful Life | 7 years | |
NET Power Operations, LLC | ||
Class of Stock [Line Items] | ||
Subsidiary, ownership percentage | 32% | |
Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Lockup shares, transfer threshold | 3 years | |
Time-Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Lockup shares, transfer threshold | 1 year | |
Price Based Lockup Shares, Transfer Tranche One | Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Lockup shares, percentage of shares transferable | 0.33 | |
Price Based Lockup Shares, Transfer Tranche Two | Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Lockup shares, percentage of shares transferable | 0.33 | |
Price Based Lockup Shares, Transfer Tranche Three | Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Lockup shares, percentage of shares transferable | 1 | |
NCI Holders | NET Power Operations, LLC | ||
Class of Stock [Line Items] | ||
Noncontrolling interest, ownership percentage | 68% | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock subject to vesting and transfer restrictions (in shares) | shares | 986,775 | |
Number of tranches | tranche | 3 | |
Class A Common Stock | Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Common stock, lockup shares (in shares) | shares | 42,969,506 | |
Lockup shares, threshold trading days | 20 | |
Lockup shares, threshold consecutive trading days | 30 | |
Class A Common Stock | Time-Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Common stock, lockup shares (in shares) | shares | 85,939,012 | |
Lockup shares, threshold trading days | 20 | |
Lockup shares, threshold consecutive trading days | 30 | |
Share price (in usd per share) | $ / shares | $ 12 | |
Class A Common Stock | Price Based Lockup Shares, Transfer Tranche One | Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Share price (in usd per share) | $ / shares | 12 | |
Class A Common Stock | Price Based Lockup Shares, Transfer Tranche Two | Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Share price (in usd per share) | $ / shares | 14 | |
Class A Common Stock | Price Based Lockup Shares, Transfer Tranche Three | Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Share price (in usd per share) | $ / shares | 16 | |
Class A Common Stock | Earnout Shares Vesting, Tranche One | ||
Class of Stock [Line Items] | ||
Volume weighted average stock price trigger (in usd per share) | $ / shares | $ 12 | |
Earnout shares vesting, threshold trading days | 20 | |
Earnout shares vesting, threshold consecutive trading days | 30 | |
Class A Common Stock | Earnout Shares Vesting, Tranche Two | ||
Class of Stock [Line Items] | ||
Volume weighted average stock price trigger (in usd per share) | $ / shares | $ 14 | |
Earnout shares vesting, threshold trading days | 20 | |
Earnout shares vesting, threshold consecutive trading days | 30 | |
Class A Common Stock | Earnout Shares Vesting, Tranche Three | ||
Class of Stock [Line Items] | ||
Volume weighted average stock price trigger (in usd per share) | $ / shares | $ 16 | |
Earnout shares vesting, threshold trading days | 20 | |
Earnout shares vesting, threshold consecutive trading days | 30 | |
Class A Common Stock | NET Power Operations, LLC | ||
Class of Stock [Line Items] | ||
Common stock subject to vesting and transfer restrictions (in shares) | shares | 128,908,518 | |
Class A Common Stock | NET Power, Inc. | ||
Class of Stock [Line Items] | ||
Common stock subject to vesting and transfer restrictions (in shares) | shares | 54,047,495 | |
Class B ordinary shares | Price Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Common stock, lockup shares (in shares) | shares | 1,575,045 | |
Class B ordinary shares | Time-Based Lockup Shares | ||
Class of Stock [Line Items] | ||
Common stock, lockup shares (in shares) | shares | 5,959,855 | |
Class B ordinary shares | NET Power Operations, LLC | ||
Class of Stock [Line Items] | ||
Common stock subject to vesting and transfer restrictions (in shares) | shares | 7,534,900 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Finite-Lived Intangible Assets, Useful Life (Details) | Jun. 30, 2023 |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 20 years |
Developed Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 20 years |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Schedule of Property, Plant, and Equipment Useful Life (Details) | Jun. 30, 2023 |
Furniture and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 4 years |
Furniture and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Demonstration Plant | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Construction in Progress | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 0 years |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 07, 2023 | Jun. 18, 2021 | Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Asset Acquisition [Line Items] | |||||||
Interest income (expense) | $ 2,125 | $ 2 | $ (32) | $ 4 | $ (1,470) | ||
Business acquisition, measurement period | 1 year | ||||||
NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Business acquisition, transaction costs | $ 121,883 | 121,883 | 121,883 | ||||
Business combination, acquisition related costs | 16,021 | ||||||
Pre-combination vesting of modified Profits Interests | 325 | ||||||
Pre-combination vesting of unmodified Profits Interests | 651 | ||||||
Deferred tax liability | 81,243 | $ 81,243 | $ 81,243 | ||||
Proceeds from trust, net | 661,623 | ||||||
Interest income (expense) | $ 2,125 | ||||||
Business combination, consideration transferred | $ 1,786,258 | ||||||
Public Warrants | NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Class of warrant or right, outstanding (in shares) | 8,624,974 | 8,624,974 | 8,624,974 | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 8,624,974 | 8,624,974 | 8,624,974 | ||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Class of warrant or right, redemption price per warrant (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Class of warrants or right, convertible, threshold trading days | 20 days | 20 days | 20 days | ||||
Class of warrants or right, convertible, threshold consecutive trading days | 30 days | 30 days | 30 days | ||||
Warrants and rights outstanding, term | 5 years | 5 years | 5 years | ||||
Private Placement Warrants | NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Class of warrant or right, outstanding (in shares) | 10,900,000 | 10,900,000 | 10,900,000 | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 10,900,000 | 10,900,000 | 10,900,000 | ||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Warrants and rights outstanding, term | 5 years | 5 years | 5 years | ||||
Class A Common Stock | NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Common unit, outstanding, vested (in shares) | 136,073,365 | 136,073,365 | 136,073,365 | ||||
Common unit, outstanding, unvested (in shares) | 1,119,198 | 1,119,198 | 1,119,198 | ||||
Class B ordinary shares | NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Common unit, outstanding, vested (in shares) | 136,073,365 | 136,073,365 | 136,073,365 | ||||
Common unit, outstanding, unvested (in shares) | 1,119,198 | 1,119,198 | 1,119,198 | ||||
Share Price Equals Or Exceeds Eighteen U.S. Dollars | Class A Common Stock | Public Warrants | NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Share price (in usd per share) | $ 18 | $ 18 | $ 18 | ||||
Share Price Equals Or Exceeds Ten U.S. Dollars | Class A Common Stock | Public Warrants | NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Share price (in usd per share) | 10 | 10 | 10 | ||||
Share Price Is Below Eighteen U.S. Dollars | Class A Common Stock | Public Warrants | NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Share price (in usd per share) | $ 18 | $ 18 | $ 18 | ||||
IPO | RONI | |||||||
Asset Acquisition [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 345,000 | ||||||
IPO | Class A Common Stock | NET Power Operations, LLC | |||||||
Asset Acquisition [Line Items] | |||||||
Share issuances (in shares) | 67,352,271 |
Business Combination - Schedule
Business Combination - Schedule of Consideration Transferred (Details) - NET Power Operations, LLC $ in Thousands | Jun. 07, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Pre-combination vesting of modified Profits Interests | $ 325 |
Pre-combination vesting of unmodified Profits Interests | 651 |
Consideration Transferred to Sellers | 975 |
Class A OpCo Units - non-controlling interests | 1,785,283 |
Fair value of total consideration transferred | $ 1,786,258 |
Business Combination - Schedu_2
Business Combination - Schedule of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 07, 2023 | Dec. 31, 2022 |
Long Term Liabilities | |||
Goodwill | $ 433,737 | $ 433,737 | $ 0 |
NET Power Operations, LLC | |||
Current Assets | |||
Cash | 7,946 | ||
Prepaid expenses | 637 | ||
Other current assets | 30 | ||
Total Current Assets | 8,613 | ||
Long Term Assets | |||
Intangible assets, net | 1,345,000 | ||
Property, plant and equipment | 91,855 | ||
Right-of-use assets | 940 | ||
Total Long Term Assets | 1,437,795 | ||
Total Assets Acquired | 1,446,408 | ||
Current Liabilities | |||
Accounts payable | 2,574 | ||
Accrued liabilities | 7,370 | ||
Current lease liability | 137 | ||
Other current liabilities | 1 | ||
Total Current Liabilities | 10,082 | ||
Long Term Liabilities | |||
Deferred tax liability | 81,243 | ||
Asset retirement obligation | 1,967 | ||
Long term lease liability | 594 | ||
Total Long Term Liabilities | 83,804 | ||
Total Liabilities Assumed | 93,886 | ||
Total identifiable net assets | 1,352,522 | ||
Goodwill | 433,737 | ||
Net assets acquired | $ 1,786,259 |
Business Combination - Schedu_3
Business Combination - Schedule of Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Pro forma revenue | $ 125 | $ 208 | $ 175 | $ 432 |
Pro forma net loss | (140,353) | (30,507) | (174,157) | (58,594) |
Pro forma net loss attributable to non-redeemable controlling interest | (44,913) | (9,762) | (55,730) | (18,750) |
Pro forma net loss attributable to non-redeemable non-controlling interests | $ (95,440) | $ (20,745) | $ (118,427) | $ (39,844) |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 1 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 433,737 |
Measurement Period Adjustments | 0 |
Goodwill, ending balance | $ 433,737 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 1,340,890 | |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Developed technology, gross | 1,345,000 | $ 604 |
Accumulated Amortization | (4,110) | (341) |
Total | $ 1,340,890 | $ 263 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 4,110 | $ 5 | $ 10 | $ 11 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 33,625 |
2024 | 67,250 |
2025 | 67,250 |
2026 | 67,250 |
2027 | 67,250 |
2028 and thereafter | 1,038,265 |
Total | $ 1,340,890 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 91,547 | $ 69,595 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 253 | 368 |
Accumulated Depreciation | (4) | (216) |
Property, plant and equipment, net | 249 | 152 |
Demonstration Plant | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 89,240 | 128,013 |
Accumulated Depreciation | (796) | (58,570) |
Property, plant and equipment, net | 88,444 | 69,443 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 2,854 | $ 0 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 800 | $ 3,266 | $ 5,700 | $ 6,531 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment - Schedule of Asset Retirement Obligations (Details) - USD ($) | Jun. 30, 2023 | Jun. 08, 2023 | Jun. 07, 2023 | Apr. 01, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Apr. 01, 2022 |
Property, Plant and Equipment [Abstract] | ||||||||
Asset Retirement Obligation, gross | $ 2,201,000 | |||||||
Accumulated Depreciation | (348,000) | |||||||
Asset Retirement Obligation, net | $ 1,977,000 | $ 1,967,000 | $ 2,518,000 | $ 2,474,000 | $ 2,415,000 | $ 1,853,000 | $ 2,308,000 | $ 2,254,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued Incentive Compensation | $ 337 | $ 1,451 |
Other Accrued Liabilities | 1,931 | 941 |
Total Accrued Liabilities | $ 2,268 | $ 2,392 |
Trade Receivables and Allowan_3
Trade Receivables and Allowance for Doubtful Accounts - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade Receivables, gross | $ 0 | $ 352 |
Allowance for Doubtful Accounts | 0 | 0 |
Trade Receivables, net | $ 0 | $ 352 |
Trade Receivables and Allowan_4
Trade Receivables and Allowance for Doubtful Accounts - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Receivables [Abstract] | ||||
Bad debt expense | $ 0 | $ 0 | $ 352 | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
Jun. 07, 2023 | Dec. 13, 2022 | Jun. 30, 2023 | Jun. 07, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 08, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | $ 1,914 | $ 178 | |||||||||
Due to related parties | 0 | 2,212 | |||||||||
Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | 1,914 | 178 | |||||||||
Due to related parties | 0 | $ 2,212 | |||||||||
Research and development | 5,546 | $ 5,779 | $ 4,050 | $ 12,330 | $ 6,377 | ||||||
Related Party | BHES | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Research and development | 5,459 | 3,745 | 11,713 | 5,771 | |||||||
Stock issued during period, value, issued for services | 147 | $ 1,959 | $ 3,902 | $ 587 | 717 | ||||||
Related Party | BHES | Amended and Restated JDA, Payable | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 140 | ||||||||||
Related Party | BHES | Amended and Restated JDA, Cash | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | 70 | ||||||||||
Related Party | BHES | Amended and Restated JDA, Equity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 70 | ||||||||||
Related Party | Exelon New Energy Corporation | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | 14 | 69 | 79 | 136 | |||||||
Related Party | LE2 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | 87 | 305 | 530 | 606 | |||||||
Related Party | 8 Rivers | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | 14 | 58 | $ 101 | 115 | |||||||
Related Party | Occidental Petroleum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of warrant or right, outstanding (in shares) | 247,655 | 247,655 | 247,655 | 711,111 | |||||||
Warrant liability | $ 79,054 | $ 79,054 | $ 79,054 | ||||||||
Stock issued during period, shares, conversion of units (in shares) | 7,905,279 | ||||||||||
Related Party | McDermott | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 0 | $ 84 | $ 0 | $ 26 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | $ 81,300 | $ 0 |
Earnout shares liability | 10,867 | 0 |
Option liability | 0 | 5,174 |
Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Earnout shares liability | 10,867 | |
Total | 92,167 | 5,174 |
Fair Value, Recurring | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | 28,980 | |
Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | 52,320 | |
Option Liability | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Option liability | 5,174 | |
Level 1 | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Earnout shares liability | 0 | |
Total | 28,980 | 0 |
Level 1 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | 28,980 | |
Level 1 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | 0 | |
Level 1 | Option Liability | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Option liability | 0 | |
Level 2 | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Earnout shares liability | 0 | |
Total | 0 | 0 |
Level 2 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | 0 | |
Level 2 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | 0 | |
Level 2 | Option Liability | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Option liability | 0 | |
Level 3 | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Earnout shares liability | 10,867 | |
Total | 63,187 | 5,174 |
Level 3 | Fair Value, Recurring | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | 0 | |
Level 3 | Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | $ 52,320 | |
Level 3 | Option Liability | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Option liability | $ 5,174 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Level 3 Fair Value of Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance of recurring level 3 liabilities at beginning of period | $ 63,851 | $ 0 | $ 1,824 | $ 5,174 | $ 1,459 |
Total gains and losses during the period included in Other Income (Expense) | (664) | 0 | 30 | 0 | 395 |
Issuances | 0 | 0 | 0 | 0 | 0 |
Payments | 0 | 0 | 0 | (5,174) | |
Transfers into level 3 | 0 | 0 | 0 | 0 | 0 |
Transfers out of level 3 | 0 | 0 | 0 | 0 | 0 |
Balance of recurring level 3 liabilities at end of period | $ 63,187 | $ 63,851 | $ 1,854 | $ 63,851 | $ 1,854 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ in Thousands | 1 Months Ended | 5 Months Ended | |||
Feb. 03, 2023 shares | Jan. 11, 2023 shares | Jun. 30, 2023 USD ($) yr | Feb. 03, 2023 USD ($) | Jun. 07, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Proceeds from exercise of option liabilities | $ | $ 5,836 | ||||
Loans | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Interest expense, debt | $ | $ 0 | $ 30 | |||
Occidental Petroleum | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Stock issued during period, shares, conversion of convertible securities (in shares) | shares | 5,824 | ||||
Constellation | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Stock issued during period, shares, conversion of convertible securities (in shares) | shares | 28,764 | ||||
Monte Carlo Simulation | Measurement Input, Expected Term | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Business combination, contingent consideration, liability, measurement input | yr | 3 | ||||
Monte Carlo Simulation | Measurement Input, Risk Free Interest Rate | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Business combination, contingent consideration, liability, measurement input | 0.044 | ||||
Monte Carlo Simulation | Measurement Input, Operating Asset Volatility | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Business combination, contingent consideration, liability, measurement input | 0.265 | ||||
Black-Scholes Merton Model | Measurement Input, Expected Term | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Warrants and rights outstanding, measurement input | 5 | ||||
Black-Scholes Merton Model | Measurement Input, Risk Free Interest Rate | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.041 | ||||
Black-Scholes Merton Model | Measurement Input, Price Volatility | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.270 | ||||
Black-Scholes Merton Model | Measurement Input, Offered Price | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Warrants and rights outstanding, measurement input | 13 | ||||
Black-Scholes Merton Model | Measurement Input, Strike Price | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Warrants and rights outstanding, measurement input | 11.50 |
Net Loss per Share and Net Lo_3
Net Loss per Share and Net Loss per Unit - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Successor) (Details) - shares | 1 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 166,729,560 | 1,195,712 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,624,974 | |
Private Placement Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,900,000 | |
Earnout Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 986,775 | |
BHES Bonus Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,068,416 | |
Common Stock | Class A Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 136,392,072 | |
Common Stock | Class B ordinary shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,638,125 | |
Common Stock | Unvested Class A OpCo Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,119,198 |
Net Loss per Share and Net Lo_4
Net Loss per Share and Net Loss per Unit - Schedule of Earnings Per Share, Basic, and Diluted, For Common Stock (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Numerator | |||||
Net loss | $ (17,109,000) | $ (13,767,000) | $ (34,176,000) | $ (25,114,000) | |
Net loss attributable to shareholders | $ (17,109,000) | $ (13,767,000) | $ (34,176,000) | $ (25,114,000) | |
Denominator | |||||
Weighted-average number shares outstanding, diluted (in shares) | 67,404,794 | 3,791,634 | 3,715,971 | 3,766,871 | 3,685,699 |
Weighted-average number shares outstanding, basic (in shares) | 67,404,794 | 3,791,634 | 3,715,971 | 3,766,871 | 3,685,699 |
Net loss per unit attributable to shareholders, diluted (in usd per share) | $ (0.52) | $ (4.51) | $ (3.70) | $ (9.07) | $ (6.81) |
Net loss per unit attributable to shareholders, basic (in usd per share) | $ (0.52) | $ (4.51) | $ (3.70) | $ (9.07) | $ (6.81) |
Class A Common Stock | |||||
Numerator | |||||
Net loss | $ (110,586,000) | ||||
Net loss attributable to shareholders | $ (35,017,000) | ||||
Denominator | |||||
Weighted-average number shares outstanding, diluted (in shares) | 67,404,794 | ||||
Weighted-average number shares outstanding, basic (in shares) | 67,404,794 | ||||
Net loss per unit attributable to shareholders, diluted (in usd per share) | $ (0.52) | ||||
Net loss per unit attributable to shareholders, basic (in usd per share) | $ (0.52) |
Net Loss per Share and Net Lo_5
Net Loss per Share and Net Loss per Unit - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Predecessor) (Details) - shares | 1 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 166,729,560 | 1,195,712 |
Profits Interests | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 450,013 | |
Member Loan Share Options | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 34,588 | |
Occidental Petroleum Share Options | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 711,111 |
Net Loss per Share and Net Lo_6
Net Loss per Share and Net Loss per Unit - Schedule of Earnings Per Share, Basic and Diluted, For Membership Interests (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Numerator | |||||
Net loss | $ (17,109) | $ (13,767) | $ (34,176) | $ (25,114) | |
Net loss attributable to shareholders | $ (17,109) | $ (13,767) | $ (34,176) | $ (25,114) | |
Denominator | |||||
Weighted-average number shares outstanding, basic (in shares) | 67,404,794 | 3,791,634 | 3,715,971 | 3,766,871 | 3,685,699 |
Weighted-average number shares outstanding, diluted (in shares) | 67,404,794 | 3,791,634 | 3,715,971 | 3,766,871 | 3,685,699 |
Net loss per unit attributable to shareholders, basic (in usd per share) | $ (0.52) | $ (4.51) | $ (3.70) | $ (9.07) | $ (6.81) |
Net loss per unit attributable to shareholders, diluted (in usd per share) | $ (0.52) | $ (4.51) | $ (3.70) | $ (9.07) | $ (6.81) |
Shareholders' Equity, Non-Con_3
Shareholders' Equity, Non-Controlling Interest and Members' Equity (Details) - $ / shares | Jun. 30, 2023 | Jun. 07, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Class of Stock [Line Items] | ||||
Stockholders' equity, shares authorized (in shares) | 831,000,000 | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 4,987,845 | |||
Preferred stock, shares outstanding (in shares) | 0 | |||
Common stock (in shares) | 3,716,149 | |||
Common stock, shares, issued (in shares) | 3,716,149 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 520,000,000 | 520,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock (in shares) | 67,352,271 | 0 | ||
Redeemable non-controlling interests in subsidiary | 0 | 34,500,000 | ||
Common stock, shares, issued (in shares) | 67,352,271 | 0 | ||
Class A Common Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock (in shares) | 67,352,271 | 0 | ||
Redeemable non-controlling interests in subsidiary | 136,073,465 | |||
Class B ordinary shares | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 310,000,000 | 310,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock (in shares) | 142,711,590 | |||
Common stock, shares, issued (in shares) | 142,711,590 | |||
Class B ordinary shares | Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock (in shares) | 142,711,590 | 0 | ||
Redeemable non-controlling interests in subsidiary | 6,638,125 |
Shareholders' Equity, Non-Con_4
Shareholders' Equity, Non-Controlling Interest and Members' Equity - Summary of Calculation of Non-Redeemable Noncontrolling Interest (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | |||||
Comprehensive Loss | $ (110,586,000) | $ (17,109,000) | $ (13,767,000) | $ (34,176,000) | $ (25,114,000) |
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable non-controlling interest percentage of common units | 64.80% | ||||
Comprehensive loss attributable to common units | $ (71,660,000) | ||||
Class B ordinary shares | |||||
Class of Stock [Line Items] | |||||
Redeemable non-controlling interest percentage of common units | 3.20% | ||||
Comprehensive loss attributable to common units | $ (3,539,000) |
Share-Based Payments - Schedule
Share-Based Payments - Schedule of Share-Based Compensation Cost (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||||
Share-based compensation cost | $ 1,655 | $ 1,172 | $ 3,197 | $ 3,075 | $ 5,801 |
Share-Based Payments - Narrativ
Share-Based Payments - Narrative (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 5 Months Ended | |||
Jun. 08, 2023 USD ($) shares | Jun. 07, 2023 $ / shares shares | Jun. 07, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Remaining Compensation Cost | $ | $ 7,607 | $ 4,605 | $ 9,312 | ||
NET Power Operations, LLC | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Accelerated (in shares) | 30,000 | ||||
Share-based payment arrangement, accelerated cost | $ | $ 1,624 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, forfeited in period (in shares) | 30,000 | ||||
BHES | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Gain (loss) on stock issued during period, value, issued for services | $ | $ 17,500 | ||||
Gain (loss) on stock issued during period, value, issued for services, inception-to-date | $ | $ 1,365 | ||||
Class A Common Stock | NET Power Operations, LLC | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock issued during period, shares, acquisitions (in shares) | 451,356 | ||||
Shares issued, shares, share-based payment arrangement, forfeited (in shares) | 324,625 | ||||
Class A Common Stock | BHES | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock issued during period, shares, conversion of units (in shares) | 1,500,265 | ||||
Class B ordinary shares | NET Power Operations, LLC | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock issued during period, shares, acquisitions (in shares) | 451,356 | ||||
Shares issued, shares, share-based payment arrangement, forfeited (in shares) | 324,625 | ||||
Class B ordinary shares | BHES | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock issued during period, shares, conversion of units (in shares) | 1,500,265 | ||||
Omnibus Incentive Plan | Class A Common Stock | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares reserved for future issuance, percentage | 0.090 | ||||
Shares reserved for future issuance, annual increase, percentage | 0.050 | ||||
Joint Development Agreement | BHES | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock issued during period, shares, acquisitions (in shares) | 47,000 | ||||
Stock issued during period, in-kind shares, new issues (in shares) | 9,210 | ||||
Share-based compensation arrangement by share-based payment award, paid in kind, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 168.75 | ||||
Stock issued during period, value, issued for services | $ | $ 2,106 | ||||
Joint Development Agreement | Class A Common Stock | BHES | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock issued during period, shares, issued for services (in shares) | 318,607 | ||||
Joint Development Agreement | Class B ordinary shares | BHES | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock issued during period, shares, issued for services (in shares) | 318,607 |
Share-Based Payments - Schedu_2
Share-Based Payments - Schedule of Equity Awards Activity (Details) - $ / shares | 1 Months Ended | 5 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | |
Common Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Unvested equity awards at the beginning of the period (in shares) | 1,895,179 | |
Granted (in shares) | 0 | |
Forfeited (in shares) | (324,625) | |
Redeemed (in shares) | 0 | |
Accelerated (in shares) | (451,356) | |
Unvested equity awards at the end of the period (in shares) | 1,119,198 | 1,895,179 |
Unvested equity awards at the beginning of the period (in dollars per share) | $ 13.06 | |
Granted (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 10.82 | |
Redeemed (in dollars per share) | 0 | |
Accelerated (in dollars per share) | 15.05 | |
Unvested equity awards at the end of the period (in dollars per share) | $ 12.91 | $ 13.06 |
Membership Interests | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Unvested equity awards at the beginning of the period (in shares) | 119,076 | 226,494 |
Granted (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Redeemed (in shares) | (107,418) | |
Accelerated (in shares) | 0 | |
Unvested equity awards at the end of the period (in shares) | 119,076 | |
Unvested equity awards at the beginning of the period (in dollars per share) | $ 63.32 | $ 63.25 |
Granted (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Redeemed (in dollars per share) | 63.18 | |
Accelerated (in dollars per share) | 0 | |
Unvested equity awards at the end of the period (in dollars per share) | $ 63.32 |
Share-Based Payments - Schedu_3
Share-Based Payments - Schedule of Compensation Payable to BHES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 08, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | |||
Compensation Cost Incurred To Date | $ 19,738 | ||
Remaining Compensation Cost | $ 4,605 | 7,607 | $ 9,312 |
Total Compensation Cost | $ 27,345 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 08, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 06, 2022 | |
Other Commitments [Line Items] | |||||
Lessee, operating lease, discount rate | 8% | ||||
Lease right-of-use asset | $ 926,000 | $ 784,000 | |||
Demonstration Plant | |||||
Other Commitments [Line Items] | |||||
Lessee, operating lease, term of contract | 5 years | ||||
Operating lease, liability | $ 724,000 | ||||
Lease right-of-use asset | 926,000 | ||||
Land | |||||
Other Commitments [Line Items] | |||||
Lease right-of-use asset | $ 210,000 | ||||
Operating lease, annual lease payment | $ 1 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 94 |
2024 | 192 |
2025 | 196 |
2026 | 201 |
2027 | 171 |
2028 and thereafter | 0 |
Total | $ 854 |
Commitment and Contingencies _3
Commitment and Contingencies - Reconciliation of Asset Retirement Obligations (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||||
Asset retirement obligation, beginning of period | $ 2,518,000 | $ 1,853,000 | |||
Obligation incurred | 0 | $ 0 | $ 0 | 0 | $ 2,201,000 |
Periodic accretion expense | 10,000 | 44,000 | 54,000 | 103,000 | 107,000 |
Asset retirement obligation, end of period | $ 1,977,000 | $ 2,518,000 | $ 2,308,000 | $ 2,518,000 | $ 2,308,000 |
Commitment and Contingencies _4
Commitment and Contingencies - Schedule of Unconditional Purchase Obligations (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Dec. 31, 2022 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Gross Commitment | $ 144,700 | ||
Unrecorded unconditional purchase obligation, recognized in current period | 266 | $ 8,191 | $ 4,976 |
Remaining Commitment | 131,266 | ||
Asset Purchase Commitment | Cash | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Gross Commitment | 4,700 | ||
Unrecorded unconditional purchase obligation, recognized in current period | 0 | 1,168 | 0 |
Remaining Commitment | 3,532 | ||
Joint Development Agreements, Paid In Cash | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Gross Commitment | 70,000 | ||
Unrecorded unconditional purchase obligation, recognized in current period | 119 | 3,121 | 2,211 |
Remaining Commitment | 64,549 | ||
Joint Development Agreements, Paid In Share-Based Payments | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Gross Commitment | 70,000 | ||
Unrecorded unconditional purchase obligation, recognized in current period | 147 | $ 3,902 | $ 2,765 |
Remaining Commitment | $ 63,186 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 07, 2023 | Jun. 30, 2022 | Jun. 07, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ (672) | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0.60% |
Uncategorized Items - npwr-2023
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 357,019,000 |