Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 001-40503

NET Power Inc.

(Exact name of registrant as specified in its charter)


Delaware			98-1580612
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
320 Roney St. Suite 200 Durham, North Carolina			27701
(Address of Principal Executive Offices)			(Zip Code)

(919) 287-4750

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	NPWR	The New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50	NPWR-WT	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had outstanding 72,162,898 shares of Class A Common Stock and 141,608,678 shares of Class B Common Stock as of May 8, 2024.

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		Page
	Certain Defined Terms	1
	Cautionary Note Regarding Forward-Looking Statements	4

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss	7
	Condensed Consolidated Statements of Shareholders' Equity and Non-Controlling Interest	8
	Condensed Consolidated Statements of Members' Equity	9
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3 2
Item 4.	Controls and Procedures	33

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
Signatures		36

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Certain Defined Terms

Unless otherwise expressly stated or, unless the context otherwise requires, references in this Annual Report on Form 10-K (this "Report") to:

•"Amended and Restated JDA" means the Amended and Restated Joint Development Agreement, dated December 13, 2022, by and among Old NET Power, RONI, RONI OpCo, NPI and NPT, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

•"Baker Hughes" or "BH" means Baker Hughes Company, a Delaware corporation;

•"BHES" means Baker Hughes Energy Services LLC, a Delaware limited liability company and affiliate of Baker Hughes;

•"BHES JDA" means collectively, the Original JDA and the Amended and Restated JDA

•"Board" or "Board of Directors" means the board of directors of the Company;

•"Business Combination Agreement" means the Business Combination Agreement, dated as of December 13, 2022, by and among RONI, RONI OpCo, Buyer, Merger Sub and Old NET Power, as amended by the First Amendment to the Business Combination Agreement, dated as of April 23, 2023, by and between Buyer and Old NET Power;

•"Business Combination" means the Domestications, the Merger and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;

•"Buyer" means Topo Buyer Co, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of OpCo (following the Domestications) or of RONI OpCo (prior to the Domestications);

•"Class A Common Stock" means the Class A common stock, par value $0.0001 per share, of NET Power;

•"Class B Common Stock" means the Class B common stock, par value $0.0001 per share, of NET Power;

•"Clean," in relation to the energy generated through the Net Power Cycle, refers to the NET Power Cycle’s capability to significantly reduce direct CO2 emissions and emissions of other air pollutants in comparison to energy generated with conventional gas-fired technology;

•"Closing" means the consummation of the Business Combination contemplated by the Business Combination Agreement;

•"Closing Date" means June 8, 2023, the date on which the Closing occurred;

•"Common Stock" means the Class A Common Stock and Class B Common Stock;

•"Company," "our," "we" or "us" means, prior to the Business Combination, RONI or Old NET Power, as the context suggests, and, following the Business Combination, NET Power Inc., in each case, with its consolidated subsidiaries;

•"Constellation" means Constellation Energy Generation, LLC, a Pennsylvania limited liability company formerly known as Exelon Generation Company, LLC;

•"Demonstration Plant" means the facility located in La Porte, Texas used to demonstrate the viability of the NET Power;

•"Domestication" means the change of RONI’s jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware, upon which RONI changed its name to NET Power Inc.;

•"Domestications" means the Domestication and the OpCo Domestication;

•“Earnout Shares” means the OpCo Units and corresponding shares of Class B Common Stock that, pursuant to an agreement with Sponsor and certain of its affiliates, are or were subject to forfeiture, with vesting occurring in three tranches based on the trading share price of the Class A Common Stock on the NYSE;

•"Exchange Act" means the Securities Exchange Act of 1934, as amended;

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•"IPO" means RONI’s initial public offering, which was consummated on June 18, 2021;

•"Legacy NET Power Holders" means the holders of equity securities of Old NET Power prior to the consummation of the Merger;

•"Merger" means the merger of Merger Sub with and into Old NET Power pursuant to the Business Combination Agreement, in which Old NET Power survived and became a direct, wholly owned subsidiary of Buyer;

•"Merger Sub" means Topo Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Buyer;

•"NET Power" means NET Power Inc., a Delaware corporation (f/k/a Rice Acquisition Corp. II), with its consolidated subsidiaries (unless the context otherwise indicates), upon and after the Domestication;

•"NPI" means Nuovo Pignone International, S.r.l., an Italian limited liability company and affiliate of Baker Hughes;

•"NPT" means Nuovo Pignone Tecnologie S.r.l., an Italian limited liability company and affiliate of Baker Hughes;

•"NYSE" means the New York Stock Exchange;

•"Old NET Power" means, prior to the consummation of the Merger, NET Power, LLC, a Delaware limited liability company;

•"OpCo" means NET Power Operations LLC, a Delaware limited liability company (f/k/a Rice Acquisition Holdings II LLC), upon and after the OpCo Domestication;

•"OpCo Domestication" means the change of RONI OpCo’s jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a limited liability company registered under the laws of the State of Delaware, upon which RONI OpCo changed its name to NET Power Operations LLC;

•"OpCo LLC Agreement" means the Second Amended and Restated Limited Liability Company Agreement of OpCo, dated as of June 8, 2023, which was entered into in connection with the Closing;

•"OpCo Unitholder" means a holder of OpCo Units;

•"OpCo Units" means the units of OpCo;

•"Original JDA" means the Joint Development Agreement, dated February 3, 2022, by and among Old NET Power, NPI and NPT, as amended by the First Amendment to Joint Development Agreement, dated effective June 30, 2022, by and among the same parties;

•"OXY" means OLCV NET Power, LLC, a Delaware limited liability company;

•"PIPE Financing" means the issuance and sale of 54,044,995 shares of Class A Common Stock for aggregate consideration of $540,449,950 in private placements pursuant to subscription agreements that RONI entered into with certain qualified institutional buyers and accredited investors, which was consummated immediately prior to the Merger;

•"PIPE Investors" means the investors who participated in the PIPE Financing;

•"Predecessor Period" means the period presented in the condensed consolidated financial statements contained in this Report or the accompanying footnotes that relates to Predecessor, as defined and described in Note 1 to the condensed consolidated financial statements contained in this Report;

•"Preferred Stock" means shares of NET Power preferred stock, par value $0.0001;

•"Private Placement Warrants" means the 10,900,000 warrants to purchase shares of Class A Common Stock that were issued and sold to Sponsor in a private placement in connection with the IPO;

•"Public Warrants" means the warrants to purchase shares of Class A Common Stock that were issued and sold as part the units of RONI in the IPO;

•"RONI" means Rice Acquisition Corp. II, a Cayman Islands exempted company, prior to the Domestication;

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•"RONI OpCo" means Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company and direct subsidiary of RONI, prior to the Domestications;

•"SEC" means the U.S. Securities and Exchange Commission;

•"Securities Act" means the Securities Act of 1933, as amended;

•"Sponsor" means Rice Acquisition Sponsor II LLC, a Delaware limited liability company;

•"Successor Period" means the period presented in the condensed consolidated financial statements contained in this Report or the accompany footnotes that relates to Successor, as defined and described in Note 1 to the condensed consolidated financial statements contained in this Report;

•"Tax Receivable Agreement" or "TRA" means the Tax Receivable Agreement, dated June 8, 2023, entered into by NET Power and OpCo with OpCo Unitholders who received OpCo Units pursuant to the Business Combination Agreement as consideration for equity interests in Old NET Power and the Agent (as defined therein);

•"Up-C" means umbrella partnership, C corporation, which describes a corporate structure in which an ultimate C corporation parent consolidates a partnership or partnership structure treated as a pass-through entity for US state and federal tax purposes;

•"Warrant Agreement" means the Warrant Agreement, dated as of June 15, 2021, by and among RONI, RONI OpCo and Continental Stock Transfer & Trust Company as it may be amended and/or restated from time to time in accordance with its terms; and

•"Warrants" means, collectively, the Public Warrants and Private Placement Warrants.

In addition, the following is a glossary of key industry terms used herein:

•"CO2" means carbon dioxide;

•"CO2e" means the number of metric tons of CO2 emissions with the same global warming potential as one metric ton of another greenhouse gas

•"MW" means megawatt;

•"MWe" means megawatt electrical, which refers to the electricity output capability of a plant;

•"NOX" means nitrogen oxides; and

•"SOX" means sulfur oxides.

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Cautionary Note Regarding Forward-Looking Statements

This Report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "future," "intend," "may," "opportunity," "plan," "project," "seek," "should," "strategy," "will," "will likely result," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may relate to the development of the Company's technology, the anticipated demand for the Company's technology and the markets in which the Company operates, the timing of the deployment of plant deliveries, and the Company's business strategies, capital requirements, potential growth opportunities and expectations for future performance (financial or otherwise). Forward-looking statements are based on current expectations, estimates, projections, targets, opinions and/or beliefs of the Company, and such statements involve known and unknown risks, uncertainties and other factors.

The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to: (i) risks relating to the uncertainty of the projected financial information with respect to the Company and risks related to the Company's ability to meet its projections; (ii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably and the ability of the Company retain its management and key employees; (iii) the Company's ability to utilize its net operating loss and tax credit carryforwards effectively; (iv) the capital-intensive nature of the Company's business model, which may require the Company to raise additional capital in the future; (v) barriers the Company may face in its attempts to deploy and commercialize its technology; (vi) the complexity of the machinery the Company relies on for its operations and development; (vii) the Company's ability to establish and maintain supply relationships; (viii) risks related to the Company's arrangements with third parties for the development, commercialization and deployment of technology associated with the Company's technology; (ix) risks related to the Company's other strategic investors and partners; (x) the Company's ability to successfully commercialize its operations; (xi) the availability and cost of raw materials; (xii) the ability of the Company's supply base to scale to meet the Company's anticipated growth; (xiii) the Company's ability to expand internationally; (xiv) the Company's ability to update the design, construction and operations of its technology; (xv) the impact of potential delays in discovering manufacturing and construction issues; (xvi) the possibility of damage to the Company's Texas facilities as a result of natural disasters; (xvii) the ability of commercial plants using the Company's technology to efficiently provide net power output; (xviii) the Company's ability to obtain and retain licenses; (xix) the Company's ability to establish an initial commercial scale plant; (xx) the Company's ability to license to large customers; (xxi) the Company's ability to accurately estimate future commercial demand; (xxii) the Company's ability to adapt to the rapidly evolving and competitive natural and renewable power industry; (xxiii) the Company's ability to comply with all applicable laws and regulations; (xxiv) the impact of public perception of fossil fuel-derived energy on the Company's business; (xxv) any political or other disruptions in gas producing nations; (xxvi) the Company's ability to protect its intellectual property and the intellectual property it licenses; (xxvii) risks relating to data privacy and cybersecurity, including the potential for cyberattacks or security incidents that could disrupt our or our service providers' operations; (xxviii) potential litigation that may be instituted against the Company; and (xxix) other risks and uncertainties indicated in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and other documents subsequently filed with the SEC by the Company.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained in this Report. Accordingly, you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities.

Forward-looking statements speak only as of the date they are made. Except to the extent required by applicable law or regulation, we undertake no obligation to update the forward-looking statements contained herein to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events. The Company gives no assurance that it will achieve its expectations.

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Part I - Financial Information

Item 1. Financial Statements

NET Power Inc.

Condensed Consolidated Balance Sheets (Unaudited)

In thousands, except share and unit amounts


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
ASSETS
Current assets
Cash and cash equivalents	$	428,595	$	536,927
Short-term investments	100,000		100,000
Investments in securities, available-for-sale	69,190		—
Accounts receivable, net	—		58
Interest receivable	373		1,942
Prepaid expenses	1,501		1,777
Other current assets	358		93
Total current assets	600,017		640,797
Long-term assets
Investments in securities, available-for-sale	27,793		—
Intangible assets, net	1,290,453		1,307,265
Goodwill	423,920		423,920
Property, plant and equipment, net	101,099		96,856
Operating lease right-of-use assets	2,120		2,212
Total long-term assets	1,845,385		1,830,253
Total assets	$	2,445,402	$	2,471,050

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	2,669	$	617
Accrued liabilities	7,211		10,915
Due to related parties	302		142
Operating lease liabilities, current portion	364		347

Total current liabilities	10,546		12,021
Long-term liabilities

Earnout Shares liability	2,147		1,671
Warrant liability	70,021		55,920
Asset retirement obligation	2,103		2,060
Noncurrent operating lease liabilities	1,728		1,808
Tax Receivable Agreement liability	10,099		8,937
Deferred taxes	53,085		57,719
Total long-term liabilities	139,183		128,115
Total liabilities	149,729		140,136

Commitments and contingencies (Note 14)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NET Power Inc.

Condensed Consolidated Balance Sheets (continued)

In thousands, except share and unit amounts


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Mezzanine shareholders' equity
Redeemable non-controlling interests in subsidiary	1,635,900		1,545,905

Shareholders' equity
Preferred Stock, $.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of March 31, 2024 (Successor) and December 31, 2023 (Successor)	—		—
Class A Common Stock, $.0001 par value; 520,000,000 shares authorized; 71,970,052 shares issued and outstanding as of March 31, 2024 (Successor) and 71,277,906 shares issued and outstanding as of December 31, 2023 (Successor)	7		7
Class B Common Stock, $.0001 par value; 310,000,000 shares authorized; 141,801,811 shares issued and outstanding as of March 31, 2024 (Successor) and 141,787,429 shares issued and outstanding as of December 31, 2023 (Successor)	14		14
Additional paid-in-capital	737,802		851,841
Accumulated other comprehensive income	224		—
Accumulated deficit	(78,274)		(66,853)
Total shareholders' equity	659,773		785,009
Total liabilities, mezzanine shareholders' equity and shareholders' equity	$	2,445,402	$	2,471,050

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NET Power Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

In thousands, except share and unit amounts


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Revenue	$	—	$	50
Cost of revenue	—		—
Cost of revenue – related party	—		—
Gross profit	—		50

Operating expenses
General and administrative	6,383		5,563
General and administrative – related party	26		110
Sales and marketing	751		340
Research and development	10,975		1,102
Research and development – related party	267		6,464
Project development	324		178

Depreciation, amortization and accretion	20,057		3,332
Total operating expenses	38,783		17,089

Operating loss	(38,783)		(17,039)

Other income (expense)
Interest income (expense)	7,690		(30)
Change in Earnout Shares liability and Warrant liability	(14,577)		—
Other income	—		2
Net other income (expense)	(6,887)		(28)

Net loss before income tax	(45,670)		(17,067)
Income tax benefit	(4,038)		—
Net loss after income tax	(41,632)		(17,067)
Net loss attributable to non-controlling interests	(30,211)		—
Net loss attributable to NET Power Inc.	(11,421)		(17,067)

Other comprehensive gain (loss)
Unrealized gain on investments	662		—
Total other comprehensive gain (loss)	662		—

Comprehensive loss	(40,970)		(17,067)
Comprehensive loss attributable to non-controlling interests	(29,773)		—
Comprehensive loss attributable to NET Power Inc.	$	(11,197)	$	(17,067)

Net loss per share of Class A Common Stock (Successor) or per membership interest (Predecessor)	$	(0.16)	$	(4.55)

Weighted average shares of Class A Common Stock or membership interests, basic and diluted	71,894,553		3,748,476

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NET Power Inc.

Condensed Consolidated Statements of Shareholders' Equity and Non-Controlling Interest (Unaudited)

In thousands, except share and unit amounts


	Class A Common Stock			Class B Common Stock			Additional Paid-in-Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Shareholders' Equity		Non-controlling Interests - Mezzanine Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2023 (Successor)	71,277,906	$	7	141,787,429	$	14	$	851,841	$	—	$	(66,853)	$	785,009	$	1,545,905
Redemption of Class A Common Stock	679,559	—		(679,559)	—		74		—		—		74		(74)
Issuance of Class A Common Stock	12,587	—		—	—		4,032		—		—		4,032		(4,005)


Tax Receivable Agreement, net of deferred taxes	—	—		—	—		(567)		—		—		(567)		—
Unrealized gain on investments	—	—		—	—		—		224		—		224		438
Amortization of share-based payments	—	—		693,941	—		647		—		—		647		5,622
Adjustment of redeemable non-controlling interest to redemption value	—	—		—	—		(118,225)		—		—		(118,225)		118,225
Net loss	—	—		—	—		—		—		(11,421)		(11,421)		(30,211)
Balance at March 31, 2024 (Successor)	71,970,052	$	7	141,801,811	$	14	$	737,802	$	224	$	(78,274)	$	659,773	$	1,635,900

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NET Power Inc.

Condensed Consolidated Statements of Members' Equity (Unaudited)

In thousands, except unit amounts


	Membership Interests			Additional Paid-in-Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Members' Equity
	Units	Amount
Balance at December 31, 2022 (Predecessor)	3,722,355	$	262,622	$	26,288	$	17	$	(224,525)	$	64,402
Issuance of shares to:
Occidental Petroleum	5,824	1,859		—		—		—		1,859
Constellation	28,764	9,181		—		—		—		9,181
BHES (Bonus shares)	—	—		2,688		—		—		2,688
BHES (In-kind shares)	6,281	1,325		618		—		—		1,943
Vesting of profits interests	—	—		1,747		—		—		1,747
Comprehensive loss	—	—		—		—		(17,067)		(17,067)
Balance at March 31, 2023 (Predecessor)	3,763,224	$	274,987	$	31,341	$	17	$	(241,592)	$	64,753

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NET Power Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Cash flows from operating activities
Net loss after tax	$	(41,632)	$	(17,067)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	3,176		3,268
Amortization	16,812		5
Accretion	43		59

Non-cash lease expense	113		33



Deferred taxes	(4,039)		—

Change in fair value of Earnout Shares liability	476		—
Change in fair value of Warrant liability	14,101		—
Vesting of profits interests	—		1,745

Share-based compensation	6,269		4,632
Changes in operating assets and liabilities:
Accounts receivables	58		289
Interest receivable	1,396		—
Prepaid expenses	276		(252)
Other current assets	(46)		(629)
Accounts payable	2,078		95
Accrued liabilities	(1,820)		1,033
Lease liabilities	(84)		(31)
Option liability	—		31
Due to related parties – current	160		3,857
Due to related parties – long-term	—		(2,212)
Net cash used in operating activities	(2,663)		(5,144)

Cash flows from investing activities


Purchases of available-for-sale securities	(96,148)		—


Purchase of property, plant and equipment	(9,521)		(615)

Net cash used in investing activities	(105,669)		(615)

Cash flows from financing activities








Proceeds from share issuances	—		5,836

Net cash provided by financing activities	—		5,836

Net (decrease) increase in cash and cash equivalents	(108,332)		77


Cash and cash equivalents, beginning of period	536,927		5,164
Cash and cash equivalents, end of period	$	428,595	$	5,241

Non-cash investing activities:


Liabilities recorded for property, plant, and equipment, net	$	1,721	$	26

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NET Power Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(In thousands, except share, per share and unit amounts, unless otherwise noted)

NOTE 1 — Nature of Business and Basis of Presentation

Nature of Business

NET Power Inc. (the "Company") is a clean energy technology company that 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 Cycle"). The NET Power Cycle 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.

Business Combination

On December 13, 2022, NET Power, LLC entered into a Business Combination Agreement with Rice Acquisition Corp. II ("RONI"), Rice Acquisition Holdings II LLC ("RONI OpCo"), Topo Buyer Co, LLC ("Buyer") and Topo Merger Sub, LLC ("Merger Sub"). On June 8, 2023 (the "Closing Date"), 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 Buyer. RONI OpCo, a subsidiary of RONI, renamed itself NET Power Operations LLC ("OpCo") and RONI renamed itself NET Power Inc. upon completion of the merger (the "Business Combination"). The Business Combination resulted in an umbrella partnership, C corporation or "Up-C" structure.

OpCo is a variable interest entity ("VIE") in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"); 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 OpCo. ASC 810 requires that a reporting entity that possesses a controlling financial interest in a VIE 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 OpCo continued to meet the definition of a VIE after the Business Combination and that the Company became the primary beneficiary of OpCo beginning on the Closing Date of the Business Combination; therefore, the Company has consolidated OpCo from the date of the Business Combination.

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 "Predecessor Period") and NET Power Inc. as the "Successor" for periods beginning on or after the Closing Date (the "Successor Period"). Revenue and earnings after the date of the Business Combination are shown in the Successor Period on the condensed 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, the 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 condensed consolidated financial statements include the accounts of subsidiaries that NET Power Inc. consolidated according to the rules set forth in ASC 810. The Company consolidates all wholly-owned subsidiaries and subsidiaries in which it owns a 50.0% or greater ownership interest and all VIE's to which it is deemed to represent the primary beneficiary, as described above. These condensed consolidated financial statements include the accounts of all wholly-owned subsidiaries and consolidated VIE's. Intercompany balances have been eliminated through the consolidation process.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information; however, certain information or footnote disclosures normally included in complete financial statements prepared in accordance with US GAAP may have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In management's opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements for

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the year ended December 31, 2023 and include all adjustments, which consist of only normal and recurring adjustments, necessary for fair statement.

The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024.

NOTE 2 — Significant Accounting Policies

In the opinion of the Company’s management, the Company’s significant accounting policies used for the three months ended March 31, 2024, unless otherwise noted below are consistent with those used for the fiscal year ended December 31, 2023. Accordingly, reference Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”) for the Company’s significant accounting policies.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. The estimates, judgments and assumptions made by the Company when accounting for items and matters such as, but not limited to, depreciation, amortization, asset valuations and share-based compensation were based on information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, as well as amounts reported on the condensed consolidated statements of operations and comprehensive loss during the periods presented. Actual results could differ from those estimates.

Reclassification

Certain immaterial prior period amounts have been reclassified to conform to current period presentation.

Accounting Standards Not Yet Adopted

During December 2023, the Financial Accounting Standards Board issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires public business entities to provide annually a tabular reconciliation of the reported income tax expense (or benefit) from continuing operations to the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate using specified categories and to disclose separately reconciling items within certain categories with absolute values equal to or greater than five percent of the product of the income (or loss) from continuing operations before tax and the applicable statutory tax rate. Additionally, ASU 2023-09 requires a public business entity to disclose the year-to-date amount of income taxes paid, net of refunds received, to federal, state and foreign jurisdictions. If a payment to a single federal, state or foreign jurisdiction equals or exceeds five percent of total income taxes paid, ASU 2023-09 requires separate disclosure of that payment. Finally, ASU 2023-09 requires a public business entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign jurisdictions and to disclose income tax expense (or benefit) from continuing operations disaggregated between federal, state and foreign jurisdictions. ASU 2023-09 removes the requirement to disclose the nature and estimate of the range of reasonably possible increases or decreases in the unrecognized tax benefits balance in the next 12 months, or to make a statement that an estimate of the range cannot be made. ASU 2023-09 is effective for the Company for calendar years beginning after December 15, 2025. Early adoption is permitted. The Company is evaluating the effect ASU 2023-09 will have on its consolidated financial statements.

NOTE 3 — Goodwill and Intangible Assets

Goodwill

Goodwill represents the future economic benefits derived from the Company's unique market position, the growth attributable to the NET Power Cycle 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.

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The following table presents the Company's goodwill included in the condensed consolidated balance sheets:


Goodwill at December 31, 2023 (Successor)	$	423,920
Measurement Adjustments	—
Goodwill at March 31, 2024 (Successor)	$	423,920

Current period measurement adjustments calculated as part of the purchase price allocation that accompanied the Business Combination are still pending finalization of the annual income tax return for the year ended December 31, 2023.

Definite Lived Intangible Assets

The following tables summarize the Company's definite lived intangible assets included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Developed technology, gross	$	1,345,000	$	1,345,000
Accumulated amortization	(54,547)		(37,735)
Developed technology, net	$	1,290,453	$	1,307,265

Amortization expense for the three months ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor) was $16,812 and $5, respectively.

The Company does not own or control any intangible assets with indefinite useful lives except goodwill. The following table presents estimated amortization expense for the next five years and thereafter:


Remainder of 2024	$	50,438
2025	67,250
2026	67,250
2027	67,250
2028	67,250
2029	67,250
2030 and thereafter	903,765
Total	$	1,290,453

NOTE 4 — Property, Plant and Equipment

The following table summarizes the key classifications of property, plant and equipment included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Furniture and equipment, gross	$	328	$	320
Demonstration Plant, gross	89,239		89,239
Construction in progress	21,853		14,443
Total property, plant and equipment, gross	111,420		104,002
Accumulated depreciation	(10,321)		(7,146)
Total property, plant and equipment, net	$	101,099	$	96,856

Depreciation expense for the three months ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor) was $3,176 and $3,268, respectively.

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NOTE 5 — Accrued Liabilities

Accrued liabilities consist of the following components included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Accrued incentive compensation	$	819	$	2,016
Accrued cash-based expense of BHES JDA	3,438		3,669
Accrued legal service provider fees	241		160
Accrued capital expenditures	1,721		3,605
Other accrued liabilities	992		1,465
Total accrued liabilities	$	7,211	$	10,915

NOTE 6 — Revenue and Accounts Receivable

Revenue

The following table disaggregates the revenue included in the condensed consolidated statements of operations and comprehensive loss into its major components:


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Feasibility studies	$	—	$	50
Test data sales	—		—
Testing services	—		—
Total revenue	$	—	$	50

Performance Obligations

Revenue recognized under contracts with customers exclusively includes the performance obligations satisfied in the applicable reporting period.

Accounts Receivable

Accounts receivable, net consist of the following balances included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Accounts receivable, gross	$	—	$	58
Allowance for credit losses	—		—
Accounts receivable, net	$	—	$	58

During the three months ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor), the Company did not record any provision for credit losses within General and administrative expense on the condensed consolidated statements of operations and comprehensive loss associated with its accounts receivable.

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NOTE 7 — Related Party Transactions

The following table summarizes the related party amounts included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Amounts due to related parties under master services agreements	$	302	$	142

The following table summarizes the related party transactions included in the condensed consolidated statements of operations and comprehensive loss:


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)



Master services agreement administrative costs	$	26	$	34
Engineering support provided by former board member	—		76

General and administrative – related party	$	26	$	110

Master services agreement costs for Demonstration Plant	$	267	$	278
BHES JDA	—		6,186
Research and development – related party	$	267	$	6,464

Master Services Agreements

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 Cycle. The total cost incurred for these services was $26 and $34 during the three months ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor), respectively. These totals are included in General and administrative – related party on the condensed 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 $267 and $278 during the three months ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor), respectively. These totals are reflected in Research and development – related party on the condensed consolidated statements of operations and comprehensive loss. The Company had $302 and $142 in current liabilities payable to related parties as of March 31, 2024 (Successor) and March 31, 2023 (Predecessor), respectively, on the condensed consolidated balance sheets related to these services. These related party payables are unsecured and are due on demand.

Engineering Support Provided by Former Board Member

A shareholder, who is also a former board member, supported the Company with regard to general business oversight and with the operation of the Demonstration Plant. The total cost incurred for these services was $76 during the three months ended March 31, 2023 (Predecessor). These expenses are reflected in Research and development – related party on the condensed consolidated statements of operations and comprehensive loss prior to the Business Combination. The counterparty ceased being a related party on June 8, 2023 upon completion of the Business Combination.

BHES JDA

The Baker Hughes Energy Services LLC Amended and Restated Joint Development Agreement (the "BHES JDA") is discussed in more detail in Note 14. Transactions under the BHES JDA are included in Research and development – related party on the condensed consolidated statements of operations and comprehensive loss prior to the Business Combination. Subsequent to the Business Combination, transactions under the BHES JDA are included in Research and development on the condensed consolidated statements of operations and comprehensive loss because Baker Hughes Company ceased being a related party on June 8, 2023.

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Lease

Reference Note 13 — Leases for a discussion of the OXY lease.

NOTE 8 — Investments

The Company has two types of investments, a certificate of deposit, which is classified as short-term investments, and investments in securities, which are classified as available-for-sale.

The entire balance of $100,000 of the certificate of deposit is shown within short-term investments on the condensed consolidated balance sheets as of March 31, 2024 (Successor) and December 31, 2023 (Successor). The interest receivable on the certificate of deposit was $317 and $1,886 at March 31, 2024 (Successor) and December 31, 2023 (Successor), respectively, and is included in Interest receivable on the condensed consolidated balance sheets.

The following table presents the Company's available-for-sale investments included in the condensed consolidated balance sheets


	March 31, 2024
Current assets	Amortized Cost		Unrealized Gain (Loss)		Fair Value
Corporate bonds	$	9,900	$	78	$	9,978
Commercial paper	23,641		199		23,840
U.S. treasuries	35,214		158		35,372
Total	$	68,755	$	435	$	69,190

Long-term assets	Amortized Cost		Unrealized Gain (Loss)		Fair Value
Corporate bonds	$	2,900	$	30	$	2,930

U.S. treasuries	24,666		197		24,863
Total	$	27,566	$	227	$	27,793

The cost of securities sold is based on the specific-identification method. There were no credit losses recognized during the three months ended March 31, 2024 (Successor). The Company established no allowances for credit losses as of March 31, 2024 (Successor). The Company did not have available-for-sale investments as of December 31, 2023 (Successor).

NOTE 9 — Fair Value Measurements

The following table presents the assets and liabilities that the Company measures at fair value on a recurring basis included in the condensed consolidated balance sheets and indicates the level of the valuation inputs the Company utilized to determine each asset's and each liability's fair value:


	Level	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Assets
Available-for-sale investments 1	1	$	96,983	$	—
Short-term investments	2	100,000		100,000
Total assets		$	196,983	$	100,000

Liabilities
Public Warrants	1	$	25,004	$	18,969
Private Placement Warrants	3	45,017		36,951
Earnout Shares	3	2,147		1,671

Total liabilities		$	72,168	$	57,591

___________

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(1) $27,793 of these investments are classified as long-term on our consolidated balance sheet.

The following table contains a reconciliation of the beginning and ending balances of recurring level 3 fair value measurements included in the condensed consolidated statements of operations and comprehensive loss:


	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Balance of recurring level 3 liabilities at beginning of period	$	38,622	$	5,174
Change in Earnout Shares liability and Warrant liability	8,542		—


Payments	—		(5,174)
Balance of recurring level 3 liabilities at end of period	$	47,164	$	—

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 remaining term of 2.19 years, a risk-free rate of 4.5% and estimated equity volatility of 37.3%. The estimated equity volatility assumption is based on a blended average of asset and equity volatility measurements 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.

The Company uses a Black-Scholes Merton Model to value the Private Placement Warrants. Key inputs into the Black-Scholes Merton Model include the last Class A Common Stock closing price of $11.39 as of March 31, 2024 (Successor), a risk-free rate of 4.2%, volatility of 38.1%, a term of five 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 Company's own historical volatility and the implied volatility of the Public Warrants. The Private Placement Warrants are considered to be level 3 fair value instruments.

Short-term Investments

Short-term investments are valued at cost, which approximates fair value. Short-term investments are considered level 2 fair value instruments because cost basis is not observable in a public market.

Option Liability

The Company's option liability was issued in conjunction with member loans on October 15, 2021. The loans were fully repaid on February 3, 2022; however, the members had one year to exercise their options subsequent to the repayment of the loans. The interest expense related to these loan options was $30 during the three months ended March 31, 2023 (Predecessor). These measurements were reported in Interest income (expense) on the condensed consolidated statements of operations and comprehensive loss. In early 2023, two option holders exercised their options to purchase an aggregate of 34,588 membership units in NET Power, LLC for total proceeds of $5,836. There were no loan options outstanding at the time of the Business Combination.

NOTE 10 — Net Loss per Share/Unit

Successor Period

For the purposes of the diluted earnings per share calculation, Warrants, Earnout Shares, BHES Bonus Shares (as defined in Note 12), unvested Class A OpCo Units and the potential conversion of vested OpCo Units are excluded from the net loss per share calculation for the three months ended March 31, 2024 (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 March 31, 2024 (Successor), the Company

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excluded the following financial instruments from the computation of diluted net loss per unit because their inclusion would be anti-dilutive:


Anti-Dilutive Instrument						March 31, 2024 (Successor)
Public Warrants						8,622,235
Private Placement Warrants						10,900,000
Earnout Shares						328,925
BHES Bonus Shares						2,068,416
Unvested Class A OpCo Units						848,415
Vested Class A OpCo Units						141,274,719
Unvested RSU's						504,421
Total						164,547,131

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 three months ended March 31, 2024 (Successor).

The following table sets forth the computation of the Company's basic and diluted net loss per share for the three months ended March 31, 2024 (Successor):


	Class A Common Stock
Numerator
Net loss	$	(41,632)
Net loss attributable to shareholders	$	(11,422)
Denominator
Weighted-average number shares outstanding, basic and diluted	71,895
Net loss per share attributable to shareholders, basic and diluted	$	(0.16)

Predecessor Period

As of March 31, 2023 (Predecessor), the Company's anti-dilutive securities were profits interests, member loan share options and share options. Based on the amounts outstanding as of March 31, 2023 (Predecessor), the Company excluded the following positions 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						March 31, 2023 (Predecessor)
Unvested profits interests						226,494
Member loan share options						—
Occidental Petroleum share options						—
Total						226,494

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The following table sets forth the computation of the Company's basic and diluted net loss per unit for the three months ended March 31, 2023 (Predecessor):


	March 31, 2023 (Predecessor)
Numerator
Net loss	$	(17,067)
Net loss attributable to membership interest holders	$	(17,067)
Denominator
Weighted-average number membership interests outstanding, basic and diluted	3,748
Net loss per unit attributable to membership interest holders, basic and diluted	$	(4.55)

NOTE 11 — Shareholders' Equity and Non-Controlling Interest

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 March 31, 2024 (Successor), the Company had no outstanding shares of Preferred Stock, 71,970,052 outstanding shares of Class A Common Stock, and 141,801,811 outstanding shares of Class B Common Stock.

As of March 31, 2024 (Successor), redeemable non-controlling interests are comprised of 140,624,471 vested Class A OpCo Units, of which 6,967,050 units were formerly 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.

After considering the effects of consolidation, the Company owns 33.8% of OpCo and non-controlling interest holders own the residual 66.2%. The table below demonstrates the calculation of net loss before income tax attributable to redeemable non-controlling interest holders for the three months ended March 31, 2024 (Successor):


	March 31, 2024 (Successor)
Net Loss before income tax	$	(45,670)
Redeemable non-controlling interest percentage — Class A OpCo Units	66.2		%
Net Loss before income tax attributable to Class A OpCo Units	$	(29,773)

Predecessor Period

The Company's equity in the Predecessor Period comprised a single class of membership interests. The Company's members’ equity as of March 31, 2023 (Predecessor) included 4,987,845 authorized membership interests, of which 3,763,224 were issued and outstanding.

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NOTE 12 — Share-Based Payments

OpCo Unit Awards (Predecessor and Successor)

As of March 31, 2024 (Successor), there was $1,639 of unrecognized share-based compensation expense related to unvested Class A OpCo Units granted under previous programs, which the Company expects to recognize over a weighted average period of three years.

The following table presents a summary of employee equity awards comprised of Class A OpCo Units and the corresponding quantity of shares of Class B Common Stock outstanding, granted, forfeited, vested on an accelerated basis and redeemed included in the condensed consolidated statements of operations and comprehensive loss:


	Quantity		Calculated Value
	March 31, 2024 (Successor)	March 31, 2023 (Predecessor)	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Unvested, beginning of period	848,415	226,494	$	5.21	$	63.25
Granted	—	—	$	—	$	—
Forfeited	—	—	$	—	$	—
Vested	—	—	$	—	$	—
Accelerated	—	—	$	—	$	—
Unvested, end of period	848,415	226,494	$	5.21	$	63.25

Restricted Stock Units (Successor)

During the three months ended March 31, 2024 (Successor), the Company authorized the issuance of 504,421 restricted share units ("RSU") under the terms of the 2023 Omnibus Incentive Plan. As of March 31, 2024 (Successor), there was $5,201 of unrecognized share-based compensation expense related to unvested RSU's, which the Company expects to recognize over a weighted average period of three years.

The following table presents a summary of RSU's outstanding, granted, forfeited, vested and accelerated during the three months ended March 31, 2024 (Successor):


	Quantity	Fair Value

Unvested, beginning of period	443,221		$	13.13
Granted	71,200		$	9.26
Forfeited	—		$	—
Vested	—		$	—
Accelerated	(10,000)		$	13.23
Unvested, end of period	504,421		$	12.85

Awards granted to employees and the majority of executives cliff-vest on the three-year anniversary date of the grant. Awards granted to independent directors and certain executives use a graded vesting schedule over the three-year period that begins on each award's grant date.

BHES JDA (Predecessor and Successor)

The following table presents the quantity and value of equity issued to Baker Hughes Energy Services LLC ("BHES") as payment for costs incurred pursuant to the Original JDA and the Amended and Restated BHES JDA (Note 14). The portion of BHES 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 condensed consolidated balance sheets and the condensed consolidated statement of shareholders' equity and non-controlling interest. The following table displays the fair value of shares distributed as

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payment for services rendered by BHES under the terms of the BHES JDA during the three-month periods described below:


	Quantity		Total Fair Value
	March 31, 2024 (Successor)	March 31, 2023 (Predecessor)	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)		Equivalent Value per Unit or per Share (1)
Membership Interests	—	9,210	$	—	$	1,943	$	168.75
Class A OpCo Units	650,248	—	4,298		—		$	5.29
Class B Common Stock	650,248	—	—		—		$	—
Total			$	4,298	$	1,943

___________

(1) The Equivalent Value per Unit is the discounted price per membership interest or per share stipulated in the BHES JDA.

Shares used as payment under the terms of the Amended and Restated JDA are issued at a discount expected to cause a total loss of approximately $17,500 to the Company over the term of the agreement. The Company has incurred inception-to-date losses of $3,832 related to such issuances.

BHES may earn additional shares under the terms of the Amended and Restated JDA ("BHES Bonus Shares") if it meets certain contractually stipulated project milestones related to the development of our technology. The Company determined that BHES's achievement of each of these milestones is probable in accordance with the guidance in ASC Topic 718; therefore, the Company recognizes the compensation cost associated with milestone share-based 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
BHES JDA - variable share-based payments	January 2027	$	21,777	$	5,568	$	27,345

Additionally, BHES received 47,000 membership interests that converted into 1,500,265 Class A OpCo Units and a corresponding number of shares of Class B Common Stock in conjunction with the consummation of the Business Combination.

Reference Note 14 for additional quantitative disclosures related to the BHES JDA.

NOTE 13 — Leases

The following table presents the future minimum lease payments that the Company expects to make under its operating leases as of March 31, 2024 (Successor):


Year	Future Minimum Lease Payments
2024	$	379
2025	517
2026	531
2027	544
2028	511
2029 and thereafter	—

Total	$	2,482

Lease cost for the three months ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor) was $128 and $49, respectively. Lease costs are recorded as General and administrative expense on the condensed consolidated statements of operations and comprehensive loss.

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Office Leases

On June 6, 2022, the Company entered into an office space lease agreement for commercial office space in Durham, North Carolina (the "Measurement Building Lease"), which became effective on November 1, 2022 and had an original lease term of 60 months from the signing date. The lease was classified as an operating lease and the lease liability was calculated using an incremental borrowing rate of 8.0%. On August 11, 2023, the Company agreed to terminate the Measurement Building Lease effective October 6, 2023 and entered into a new office lease agreement (the "Roney St. Lease"). The Roney St. Lease commenced on October 6, 2023 and has an original lease term of 62 months from the commencement date. The simultaneous termination of the Measurement Building Lease and execution of the Roney St. Lease represents a single transaction accounted for as a modification of the Measurement Building Lease. As such, the Company remeasured the lease liabilities and right-of-use asset associated with the Measurement Building Lease and recognized those balances over the amended, remaining lease term.

As of March 31, 2024 (Successor), the Company had $2,092 in lease liabilities and $1,974 in right-of-use assets attributable to the Roney St. Lease on its condensed consolidated balance sheets.

On February 28, 2024, the Company entered into an office space lease agreement for commercial office space in Houston, Texas (the "Atlas Tower Lease"), which becomes effective no earlier than June 1, 2024 and has an original lease term of 68 months from the commencement date. The Company will measure the lease liabilities and right-of-use asset associated with the Atlas Tower Lease upon commencement of the lease, which is expected to occur mid-2024, and will recognize those balances over the lease term.

On March 8, 2024, the Company entered into a land lease with a subsidiary of OXY, a related party, which becomes effective no later than December 31, 2024. The lease has an initial term of 60 months from the commencement date. Additionally, the term may be extended for up to three consecutive periods of ten years. The Company will measure the lease liabilities and right-of-use asset upon commencement of the lease and will recognize those balances over the lease term.

The Roney St. Lease includes an early termination option that enables the Company to end the lease on or after its 50th month. The Atlas Tower Lease includes an early termination option that enables the Company to end the lease at the end of its 44th month. As of March 31, 2024 (Successor), the Company determined that it is unlikely to exercise either termination option; therefore, the above minimum lease payments, as well as the right-of-use asset and lease liabilities associated with the Roney St. Lease, do not consider the effects of this termination option on the lease term.

NOTE 14 — Commitments and Contingencies

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 and ending balances of the asset retirement obligation as of the dates presented:


	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Asset retirement obligation, beginning of period	$	2,060	$	2,416
Obligation incurred	—		—
Accretion expense	43		59
Asset retirement obligation, end of period	$	2,103	$	2,475

Unconditional Purchase Obligations

The Company has committed to purchase industrial components for installation at its Demonstration Plant and its first commercial power plant. The Company pays for these components in installments aligned to contractual milestones specified by each commitment's counterparty. In accordance with ASC Topic 440, Commitments, the Company does not recognize these commitments on the condensed consolidated balance sheets.

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The following table presents the Company's material, unrecognized purchase obligations as of the periods described:


Commitment	Consideration Type	Gross Commitment		March 31, 2024 (Successor)		Prior Predecessor / Successor Periods		Remaining Commitment
Asset purchase commitments	Cash	$	26,009	$	1,372	$	5,191	$	19,446
BHES JDA	Cash	70,000		3,438		11,868		54,694
BHES JDA	Share-Based	70,000		3,438		11,868		54,694
	Total	$	166,009	$	8,248	$	28,927	$	128,834

BHES JDA

On February 3, 2022, the Company entered into a Joint Development Agreement with affiliates of BHES, which is a shareholder (the "Original JDA"). The Original JDA's counterparties subsequently amended the agreement's terms on June 30, 2022 and December 13, 2022 (the "Amended and Restated JDA", and collectively with the Original JDA, the "BHES JDA"). The Amended and Restated JDA represents a contract that engages BHES to invest in, develop and deploy the NET Power Cycle in collaboration with the Company. The Amended and Restated JDA entitles BHES to payments of cash and equity in exchange for services related to the development and commercialization of the technology. Subsequent to the Business Combination, the Company records the measurement of services provided by BHES within Research and development on the condensed consolidated statements of operations and comprehensive loss. Prior to June 8, 2023 (Successor), the Company recorded costs incurred under the BHES within Research and development – related party on the condensed consolidated statements of operations and comprehensive loss due to the size of their ownership of the Company and because an employee of BHES served on the Company's Board of Directors. Subsequent to the Business Combination, neither BHES nor its affiliates occupy seats on the Company's Board of Directors and its percentage of ownership fell below 5%; therefore, BHES no longer qualifies as a related party after June 7, 2023 (Predecessor).

Prior to the Business Combination, the Company used membership interests to compensate BHES for its services under the BHES JDA (Note 12). After the Business Combination, the Company uses Class A OpCo Units and corresponding quantities of Class B Common Stock to compensate BHES for its services under the BHES JDA (Note 12).

The following table presents the costs associated with the BHES JDA included in the condensed consolidated statements of operations and comprehensive loss:



	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Cash expense	$	3,438	$	1,554
Membership interests issued	—		1,943
Class A OpCo Units issued	4,298		—
BHES JDA Bonus Share expense	610		2,688
Total research and development attributable to BHES JDA	$	8,346	$	6,185

NOTE 15 — Income Taxes

As of March 31, 2024 (Successor), the Company estimated its annual effective tax rate to be 8.11%, and recorded a deferred income tax benefit of $4,038 for the quarter. The annual effective tax rate varies from the statutory federal income tax rate due to amounts allocated to non-controlling interest, state income taxes and other permanent items.

Tax Receivable Agreement - As of March 31, 2024 (Successor), the Company recorded a liability of $10,099 related to its projected obligations under the TRA, which is recorded as Tax Receivable Agreement liability in the condensed consolidated balance sheets. This obligation arose because of qualifying exchanges of Class A OpCo Units that occurred during the period from July 1, 2023 through March 31, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in thousands, except share and unit amounts, unless otherwise noted)

The following management's discussion and analysis ("MD&A") provides information that management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition and includes forward-looking statements that involve risks, uncertainties and assumptions, including those described in “Cautionary Note Regarding Forward-Looking Statements” included in the forepart of this Quarterly Report on Form 10-Q (our “Quarterly Report”) and included in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”), as filed with the SEC on March 11, 2024.

The following MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included in Part 1, Item 1 in this Quarterly Report and our audited consolidated financial statements and related notes included in our Annual Report.

Overview

We are a clean energy technology company that has developed a unique power generation system (the "NET Power Cycle") that can produce clean, reliable, and low-cost electricity from natural gas while capturing virtually all atmospheric emissions. The NET Power Cycle is designed to inherently capture CO2 and eliminate air pollutants such as SOX, NOX, and particulates.

The Business Combination

On December 13, 2022, NET Power, LLC entered into the Business Combination Agreement with RONI, RONI OpCo, Buyer and Merger Sub. Pursuant to the Business Combination Agreement, Merger Sub merged with and into NET Power, LLC with NET Power, LLC surviving the merger as a wholly owned subsidiary of Buyer. Upon the consummation of the Business Combination on June 8, 2023, RONI was renamed NET Power Inc.

Pursuant to the Business Combination Agreement, the aggregate consideration payable upon closing of the Business Combination to Legacy NET Power Holders consisted of 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. Following the Closing, NET Power Inc. retained its umbrella partnership, C corporation or "Up-C" structure, whereby all of the equity interests in NET Power, LLC are held by OpCo, and NET Power Inc.'s only assets are its equity interests in OpCo.

OpCo is considered a variable interest entity with NET Power Inc. serving as its primary beneficiary. NET Power Inc. was determined to be the primary beneficiary of NET Power, LLC because it is the sole managing member of OpCo with the power to control the most significant activities of NET Power, LLC, while also having an economic interest that provides it with the ability to participate significantly in NET Power, LLC's benefits and losses. As a result, NET Power, LLC was treated as the "acquired" company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination represents an acquisition of a business and NET Power, LLC's identifiable assets acquired, liabilities assumed, and any non-controlling interests were measured at their estimated fair value on the acquisition date.

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 "Predecessor Period") and NET Power Inc. as the "Successor" for periods after the Closing Date (the "Successor Period"). Revenue and earnings after the date of the Business Combination are shown in the Successor Period on the condensed 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.

Key Factors Affecting Our Prospects and Future Results

As a result of the Business Combination, NET Power Inc. became a publicly traded company with Class A Common Stock and Public Warrants trading on the NYSE, which has necessitated the hiring of additional personnel and the implementation of procedures and processes to address public company regulatory requirements and customary practices. We have incurred, and expect to continue to incur, material additional annual expenses as a public company for, among

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other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal, and administrative resources, including increased personnel costs, audit and other professional service fees.

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including, but not limited to, cost over-runs in the testing and operation of the Demonstration Plant, technical problems with the NET Power Cycle, potential supply chain issues, and development of competing clean-energy technology sooner or at a lesser cost than the NET Power Cycle. Supply chain issues related to the manufacturing and transportation of key equipment may lead to a delay in our commercialization efforts, which could impact our results of operations.

Commencing Commercial Operations

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. NET Power began purchasing and expects to make additional purchases of initial long-lead materials for the first utility-scale plant in 2024 and targets initial power generation between the second half of 2027 and the first half of 2028. We expect that the 300 MWe class plant will be a NET Power-led consortium project located at an OXY-hosted site in the Permian Basin of West Texas. We expect that the project will fully integrate power production with transportation and underground storage of carbon dioxide. We are focused on delivering a project that will catalyze future adoption for utility-scale customers.

Major remaining development activities relating to completing construction of our first utility-scale plant are similar to the activities we previously undertook to design, build, and commission the Demonstration Plant. These activities include but are not limited to: finalizing a siting study, initiating all permitting required, conducting a front-end engineering design ("FEED") study, originating all required supply and off-take contracts, structuring the project to attract any required third party equity and debt financing and achieving final investment decision, initiating the engineering, procurement and construction ("EPC") process, and constructing and commissioning the facility.

Key Components of Results of Operations

We are a development stage company and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

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Results of Operations

Comparison of the Three Months Ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor) (In thousands)

The following table sets forth our condensed results of operations data for the periods presented:


	Period ended				$ Change		% Change
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)

Revenue	$	—	$	50	$	(50)	(100.0)	%
Cost of revenue	—		—		—		n/a
Gross profit (loss)	—		50		(50)

Operating expenses
General and administrative	6,409		5,673		736		13.0	%
Sales and marketing	751		340		411		120.9	%
Research and development	11,242		7,566		3,676		48.6	%
Project development	324		178		146		82.0	%

Depreciation, amortization and accretion	20,057		3,332		16,725		502.0	%
Total operating expenses	38,783		17,089		21,694

Operating loss	(38,783)		(17,039)		(21,744)

Other income (expense)
Interest income (expense)	7,690		(30)		7,720		n/m
Change in Earnout Shares liability and Warrant liability	(14,577)		—		(14,577)		n/m
Other income (expense)	—		2		(2)		(100.0)	%
Net other income (expense)	(6,887)		(28)		(6,859)

Net loss before income tax	(45,670)		(17,067)		(28,603)
Income tax benefit	(4,038)		—		(4,038)		n/m
Net loss after income tax	(41,632)		(17,067)		(24,565)
Net loss attributable to non-controlling interests	(30,211)		—		(30,211)		n/m
Net loss attributable to NET Power Inc.	$	(11,421)	(17,067)		$	5,646

___________

n/m = not meaningful

Revenue

We have not generated material revenue to date. We have historically generated revenue through various contracts with potential future license customers for access to testing results, other data and feasibility studies. We have also generated revenue for conducting syngas testing at our Demonstration Plant. Revenue decreased by $50, or 100.0%, for the three months ended March 31, 2024, as compared to $50 for the three months ended March 31, 2023. Revenue during these two periods was not significant.

General and administrative

General and administrative expenses consist primarily of personnel-related expenses associated with our general and administrative organization and professional fees for legal, accounting, and other consulting services. Our general and administrative expenses increased by $736, or 13.0%, for the three months ended March 31, 2024, as compared to $5,673 for the three months ended March 31, 2023. This increase was primarily attributable to costs associated with growth in employee headcount.

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Sales and marketing

Our sales and marketing expenses consist primarily of personnel-related costs, consultants and information technology costs directly associated with our sales and marketing activities, which include general publicity efforts for the Company. Sales and marketing expenses increased by $411, or 120.9%, for the three months ended March 31, 2024, as compared to $340 for the three months ended March 31, 2023. This increase was primarily attributable to costs associated with growth in employee headcount.

Research and development

Our research and development ("R&D") expenses consist primarily of labor expenses and fees paid to third parties working on and testing specific aspects of our technology, including testing at our Demonstration Plant and development activities under the BHES JDA. R&D expenses increased by $3,676, or 48.6%, for the three months ended March 31, 2024, as compared to $7,566 for the three months ended March 31, 2023. This increase was primarily due to the commencement of development activities under the BHES JDA.

Project development

Project development expenses consist of labor expenses and fees paid to third parties developing commercial scale projects. Our project development expenses increased by $146 for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. This increase was due to the initiation of activities related to the development of a utility-scale facility.

Depreciation, amortization and accretion

Our depreciation, amortization and accretion expenses consist primarily of depreciation on our Demonstration Plant and amortization of intangible assets. Depreciation, amortization and accretion expense increased by $16,725, or 502.0%, for the three months ended March 31, 2024, as compared to $3,332 for the three months ended March 31, 2023. As a result of the Business Combination, we adjusted the value of acquired assets to fair value, which resulted in a significant increase in intangible assets for internally developed technology and the fair value of our Demonstration Plant. These increases resulted in an increase in related amortization and depreciation expense in the Successor Period.

Interest income (expense)

Our interest income (expense) increased by $7,720 for the three months ended March 31, 2024 compared to $(30) for the three months ended March 31, 2023. Interest income grew in 2024 due to an overall higher cash balance as a result of the Business Combination and the deployment of cash into fixed income securities and interest-bearing short-term investments. Interest expense in 2023 was attributable to expensing of the loan discount associated with the option liability relating to the member loans, as well as adjustment of the option liability to fair market value.

Change in Earnout Shares liability and Warrant liability

The change in Earnout Shares liability and Warrant liability was $14,577 for the three months ended March 31, 2024, predominately due to the change in the fair value of the Private Placement Warrants. The Earnout Shares and the Warrants were issued in connection with the Business Combination; therefore, there are no corresponding amounts in the three months ended March 31, 2023.

Income tax benefit

Our income tax benefit increased by $4,038 for the three months ended March 31, 2024. There was no income tax benefit for the three months ended March 31, 2023 as, prior to the Business Combination, the Company was organized as a limited liability company and therefore was a pass-through entity for federal income tax purposes.

Liquidity and Capital Resources (In thousands)

Our principal sources of liquidity are cash and investments on hand, which are short-term in duration and highly liquid. Historically, our sources of liquidity have also included raising additional capital through the sale of ownership interests. We may issue additional equity securities in the future. We measure liquidity in terms of our ability to fund the cash requirements of our R&D activities and our near-term business operations, including our contractual obligations and other commitments. Our current liquidity needs primarily involve R&D activities for the ongoing development of our

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technology, general and administrative costs, and expenditures to purchase long-lead items related to our first commercial scale facility.

The following table summarizes our liquidity position as of the dates indicated:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Cash and cash equivalents	$	428,595	$	536,927
Available-for-sale securities	96,983		—
Short-term investments	100,000		100,000
Total liquidity	$	625,578	$	636,927

As of March 31, 2024, we had short-term investments totaling $100,000, which was comprised of a single six-month certificate of deposit custodied by a domestic banking institution and available-for-sale securities comprised of investment grade, fixed income securities totaling $96,983. Additionally, our current liabilities were $10,546 and $12,021 at March 31, 2024 (Successor) and December 31, 2023 (Successor), respectively.

We believe we have the ability to manage our operating costs, including R&D expenditures, such that our existing cash, cash equivalents and short-term investments will be sufficient to fund our obligations for the next 12 months following the filing of this Quarterly Report. We believe that our current sources of liquidity on hand should be sufficient to fund our general corporate operating expenses as we work to commercialize our technology, but certain costs are not reasonably estimable at this time and we may require additional funding. More specifically, we may require additional funding in order to successfully construct our first utility-scale plant and to originate additional NET Power plant opportunities.

Cash Flow Summary (In thousands)

The following table shows our cash flows from operating activities, investing activities and financing activities for the presented periods:


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Net cash used in operating activities	$	(2,663)	$	(5,144)
Net cash used in investing activities	$	(105,669)	$	(615)
Net cash provided by financing activities	$	—	$	5,836

Operating Activities

Cash used in operating activities decreased by $2,481 for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Our net cash used in operating activities to date have been primarily comprised of payroll, material and supplies, facilities expense, and professional services related to R&D, including the BHES JDA, and general and administrative activities. As we continue to increase hiring and the build out of the Company, we expect our cash used in operating activities to increase significantly before we start to generate any material cash inflows from our operations.

Investing Activities

During the three months ended March 31, 2024, net cash used in investing activities increased by $105,054 compared to the three months ended March 31, 2023. Our cash used in investing activities for the three months ended March 31, 2024 primarily reflects the investment of a portion of the proceeds received from the PIPE Financing in investment grade fixed income securities and capital expenditures related to our Demonstration Plant and long-lead items for our first utility scale plant.

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Financing Activities

Our cash provided by financing activities for the three months ended March 31, 2024 decreased by $5,836 compared to the three months ended March 31, 2023. The decrease was driven by proceeds from option exercises during the three months ended March 31, 2023, compared to no exercises during the three months ended March 31, 2024.

Commitments and Contractual Obligations (In thousands)

Leases

We hold a lease for the approximately 218,900 square feet of land under the Demonstration Plant from Air Liquide at a rate of one dollar per year. The lease expires on the earlier of (i) July 1, 2025 and (ii) the termination of our oxygen supply agreement with Air Liquide, pursuant to which Air Liquide supplies oxygen for our use at the Demonstration Plant. The term of the oxygen supply agreement is perpetual but may be terminated by us or by Air Liquide upon 30 days written notice. The underlying lease requires the removal of all equipment and the obligation to restore the land to post-clearing grade level, which has resulted in the recognition of an asset retirement obligation liability of $2,103 and $2,060 as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024, future minimum lease payments attributable to the Company's lease arrangements are approximately $2,482.

The Company leases corporate office space in Durham, North Carolina, and Houston, Texas. The lease for the Company's corporate office space in Houston, Texas, was executed on February 28, 2024, but the term of the lease has not yet commenced. The Company also entered into a land lease agreement with OXY, a related party, on March 8, 2024, for land in West Texas with commencement of the lease to occur no later than December 31, 2024. The term of the Company's land lease has not yet commenced.

Joint Development Agreement

As of March 31, 2024 and December 31, 2023, we have committed to funding a portion of the remaining development costs incurred under the BHES JDA through a combination of cash and equity. The BHES JDA's total value is $140,000. As of March 31, 2024, we recognized approximately $15,306 of inception-to-date cash expenses and approximately $15,306 of inception-to-date share-based expenses related to the BHES JDA. The share-based expense excludes $5,000 of realized loss on share issuance.

Off-Balance Sheet Arrangements

As of March 31, 2024 and December 31, 2023, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Capital Commitments

As of March 31, 2024, we have committed to purchase certain components of industrial machinery for use at our Demonstration Plant and at our first utility-scale plant. The total gross commitments, which were initially unrecognized on our balance sheet, totaled $26,009. We recognize portions of these commitments on our balance sheet as they become payable per contract milestones. We recognized $1,372 of these commitments on our balance sheet within the current period and $5,191 of these commitments in prior periods.

Critical Accounting Policies and Estimates

There have been no material changes to our discussion of critical accounting estimates from those set forth in our Annual Report.

Emerging Growth Company Accounting Election

Section 102(b)(1) of the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies ("EGC's") from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-EGC's, and any such election to not take advantage of the extended transition period is irrevocable. We expect to be an

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EGC at least through the end of 2024 and will have the benefit of the extended transition period. We intend to take advantage of the benefits of this extended transition period.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal quarter ended March 31, 2024. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2024.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting occurred during the fiscal quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not currently expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information called for by this Item. However, for a discussion of the material risks, uncertainties and other factors that could have a material effect on us, please refer to Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Unregistered Sales of Equity Securities

On January 25, 2024, the Company issued 693,941 shares of Class B Common stock and OpCo issued 693,941 Class A units to BHES as payment for costs incurred pursuant to the Amended & Restated JDA during the fourth quarter of 2023. The issuances by the Company and OpCo were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act. These transactions did not involve any public offering, any underwriters, any underwriting discounts or commissions, or any general solicitation or advertising.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Appointment of Chief Accounting Officer

On May 8, 2024, Kelly Rosser, age 48, was appointed as Chief Accounting Officer of the Company. Ms. Rosser joined the Company in January 2024. Prior to joining the Company, Ms. Rosser served as Heliogen, Inc.’s Chief Accounting Officer from August 2022 to January 2024 and also served as Heliogen, Inc.’s interim Chief Financial Officer from February 2023 until July 2023. Ms. Rosser served as Corporate Controller at Zenith Energy Management, LLC (“Zenith”) from April 2019 to August 2022. Previously, Ms. Rosser was an independent consultant from September 2016 to April 2018 and served as Vice President, Chief Accounting Officer and Controller at Par Pacific Holdings, Inc. (NYSE: PARR) from May 2014 to September 2016. Ms. Rosser is a senior level finance executive and a Certified Public Accountant in the state of Texas with extensive exposure to the energy industry, including power generation, midstream, exploration and production, and refining companies. Ms. Rosser has an M.S. in Accounting and a B.B.A from Texas A&M University.

Ms. Rosser has no family relationships, as defined in Item 401 of Regulation S-K, with any director or executive officer of the Company, and there was no arrangement or understanding between Ms. Rosser and any other person pursuant to which she was appointed as an officer. In addition, there have been no transactions directly or indirectly involving Ms. Rosser that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Insider Trading Arrangements

During the three months ended March 31, 2024, none of our directors or “officers” (as such term is defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits


Exhibit Number			Description
2.1+			Business Combination Agreement, dated as of December 13, 2022, by and among Rice Acquisition Corp. II, Rice Acquisition Holdings II LLC, Topo Buyer Co, LLC, Topo Merger Sub, LLC and NET Power, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2022).
2.2			First Amendment to the Business Combination Agreement, dated as of April 23, 2023, by and among Topo Buyer Co, LLC and NET Power, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2023).
3.1			Certificate of Incorporation of NET Power Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2023).
3.2			Bylaws of NET Power Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2023).
10.1			NET Power Inc. Amended and Restated Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company's Annual Rep ort on Form 10-K filed with the SEC on March 11, 2024).
10.2			Executive Form RSU Grant Notice and Agreement
31.1			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			Inline XBRL Instance Document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
0.104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Certain schedules or similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or similar attachment to the SEC upon request

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 13, 2024 NET Power Inc.

By: /s/ Akash Patel

Name: Akash Patel

Title: Chief Financial Officer

(Principal Financial Officer)

NET POWER INC.

2023 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the NET Power Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), NET Power Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of restricted stock units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), the restrictive covenants set forth in the Executive Severance Plan (as defined below) (the “Restrictive Covenants”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Type of Award: Restricted Stock Units

Participant:

Date of Grant:

Total Number of Restricted Stock Units:

Vesting Schedule:

By your signature below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice, and have had an opportunity to obtain the advice of counsel prior to executing this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

Notwithstanding any provision of this Grant Notice or the Agreement, if you have not executed and delivered to the Company this Grant Notice within 90 days following the Date of Grant set forth above, then this Award will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.

NET POWER INC.

By:

Name: Danny Rice

Title: Chief Executive Officer

PARTICIPANT

Name:

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between NET Power Inc., a Delaware corporation (the “Company”), and #ParticipantName# (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1.AWARD.  IN CONSIDERATION OF THE PARTICIPANT’S PAST AND/OR CONTINUED EMPLOYMENT WITH, OR SERVICE TO, THE COMPANY OR AN AFFILIATE AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, EFFECTIVE AS OF THE DATE OF GRANT SET FORTH IN THE GRANT NOTICE (THE “DATE OF GRANT”), THE COMPANY HEREBY GRANTS TO THE PARTICIPANT THE NUMBER OF RSUS SET FORTH IN THE GRANT NOTICE ON THE TERMS AND CONDITIONS SET FORTH IN THE GRANT NOTICE, THIS AGREEMENT AND THE PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE AS A PART OF THIS AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PLAN AND THIS AGREEMENT, THE TERMS OF THE PLAN SHALL CONTROL. TO THE EXTENT VESTED, EACH RSU REPRESENTS THE RIGHT TO RECEIVE ONE SHARE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE GRANT NOTICE, THIS AGREEMENT AND THE PLAN. UNLESS AND UNTIL THE RSUS HAVE BECOME VESTED IN THE MANNER SET FORTH IN THE GRANT NOTICE, THE PARTICIPANT WILL HAVE NO RIGHT TO RECEIVE ANY SHARES OR OTHER PAYMENTS IN RESPECT OF THE RSUS. PRIOR TO SETTLEMENT OF THIS AWARD, THE RSUS AND THIS AWARD REPRESENT AN UNSECURED OBLIGATION OF THE COMPANY, PAYABLE ONLY FROM THE GENERAL ASSETS OF THE COMPANY.

2.VESTING OF RSUS.

(A) EXCEPT AS OTHERWISE SET FORTH IN SECTIONS 2 AND 5, THE RSUS SHALL VEST IN ACCORDANCE WITH THE VESTING SCHEDULE SET FORTH IN THE GRANT NOTICE.  UPON THE PARTICIPANT’S TERMINATION OF SERVICE PRIOR TO THE VESTING OF ALL OF THE RSUS (BUT AFTER GIVING EFFECT TO ANY ACCELERATED VESTING PURSUANT TO THIS SECTION 2), ANY UNVESTED RSUS (AND ALL RIGHTS ARISING FROM SUCH RSUS AND FROM BEING A HOLDER THEREOF) WILL TERMINATE AUTOMATICALLY WITHOUT ANY FURTHER ACTION BY THE COMPANY AND WILL BE FORFEITED WITHOUT FURTHER NOTICE AND AT NO COST TO THE COMPANY.

(B) NOTWITHSTANDING ANYTHING IN THE GRANT NOTICE, THIS AGREEMENT OR THE PLAN TO THE CONTRARY, SUBJECT TO SECTION 10:

(I) UPON THE PARTICIPANT’S TERMINATION OF SERVICE DUE TO THE PARTICIPANT’S DEATH OR DISABILITY, ALL RSUS, IF ANY, THAT REMAIN UNVESTED SHALL IMMEDIATELY BECOME VESTED AS OF THE DATE OF SUCH TERMINATION OF SERVICE;

(II) UPON THE PARTICIPANT’S TERMINATION OF SERVICE BY THE COMPANY OR AN AFFILIATE WITHOUT CAUSE OR DUE TO THE PARTICIPANT’S RESIGNATION FOR GOOD REASON, ALL RSUS, IF ANY, THAT REMAIN UNVESTED BUT THAT WOULD HAVE VESTED DURING THE 12-MONTH PERIOD FOLLOWING THE DATE OF SUCH TERMINATION OF SERVICE HAD THE PARTICIPANT NOT EXPERIENCED A TERMINATION OF SERVICE DURING SUCH PERIOD SHALL IMMEDIATELY BECOME VESTED AS OF THE DATE OF SUCH TERMINATION OF SERVICE. FOR PURPOSES OF THIS AGREEMENT, “GOOD REASON” HAS THE MEANING ASCRIBED TO SUCH TERM IN THE NET POWER INC. EXECUTIVE SEVERANCE PLAN (THE “EXECUTIVE SEVERANCE PLAN”); AND

(III) UPON A CHANGE IN CONTROL, (A) TO THE EXTENT THE RSUS ARE NOT ASSUMED BY THE SURVIVING ENTITY IN CONNECTION WITH SUCH CHANGE IN CONTROL, ALL RSUS, IF ANY, THAT REMAIN UNVESTED SHALL IMMEDIATELY BECOME VESTED AS OF THE DATE OF SUCH CHANGE IN CONTROL AND (B) TO THE EXTENT THE RSUS ARE ASSUMED BY THE SURVIVING ENTITY IN CONNECTION WITH SUCH CHANGE IN CONTROL, UPON THE PARTICIPANT’S TERMINATION OF SERVICE BY THE COMPANY OR AN AFFILIATE WITHOUT CAUSE OR BY THE PARTICIPANT FOR GOOD REASON, IN EACH CASE, DURING THE CHANGE IN CONTROL PROTECTION PERIOD (AS DEFINED BELOW), ALL RSUS, IF ANY, THAT REMAIN UNVESTED SHALL IMMEDIATELY BECOME VESTED AS OF THE DATE OF SUCH TERMINATION OF SERVICE. AS USED HEREIN, THE “CHANGE IN CONTROL PROTECTION PERIOD” MEANS, WITH RESPECT TO A CHANGE IN CONTROL, THE PERIOD COMMENCING ON THE DATE THAT IS THREE MONTHS PRIOR TO THE DATE ON WHICH SUCH CHANGE IN CONTROL IS CONSUMMATED AND ENDING ON THE DATE THAT IS 24 MONTHS AFTER THE DATE ON WHICH SUCH CHANGE IN CONTROL IS CONSUMMATED.

3. DIVIDEND EQUIVALENT RIGHTS. IN THE EVENT THE COMPANY DECLARES AND PAYS A REGULAR CASH DIVIDEND IN RESPECT OF ITS OUTSTANDING SHARES (WHICH, FOR CLARITY, DOES NOT INCLUDE ANY EXTRAORDINARY CASH DIVIDEND) AND, ON THE RECORD DATE FOR SUCH DIVIDEND, THE PARTICIPANT HOLDS RSUS GRANTED PURSUANT TO THIS AGREEMENT THAT HAVE NOT BEEN SETTLED, THE COMPANY SHALL RECORD IN A BOOKKEEPING ACCOUNT FOR PAYMENT TO THE PARTICIPANT, AN AMOUNT IN CASH EQUAL TO THE CASH DIVIDENDS THE PARTICIPANT WOULD HAVE

RECEIVED IF THE PARTICIPANT WAS THE HOLDER OF RECORD, AS OF SUCH RECORD DATE, OF A NUMBER OF SHARES EQUAL TO THE NUMBER OF RSUS HELD BY THE PARTICIPANT THAT HAVE NOT BEEN SETTLED AS OF SUCH RECORD DATE (THE “DIVIDEND EQUIVALENT RIGHTS”). THE DIVIDEND EQUIVALENT RIGHTS WILL BE PAID TO THE PARTICIPANT WITHIN 60 DAYS FOLLOWING THE DATE THE RSUS TO WHICH THEY ARE ATTRIBUTABLE VEST. FOR PURPOSES OF CLARITY, IF ANY OF THE RSUS ARE FORFEITED BY THE PARTICIPANT PURSUANT TO THE TERMS OF THIS AGREEMENT, THEN THE PARTICIPANT SHALL ALSO FORFEIT THE DIVIDEND EQUIVALENT RIGHTS, IF ANY, ATTRIBUTABLE TO SUCH FORFEITED RSUS. NO INTEREST WILL ACCRUE ON THE DIVIDEND EQUIVALENT RIGHTS BETWEEN THE DECLARATION AND PAYMENT OF THE APPLICABLE DIVIDENDS AND THE PAYMENT OF THE DIVIDEND EQUIVALENT RIGHTS.

4, SETTLEMENT OF RSUS. AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE VESTING OF RSUS PURSUANT TO SECTION 2, BUT IN NO EVENT LATER THAN 60 DAYS AFTER SUCH VESTING DATE, THE COMPANY SHALL DELIVER TO THE PARTICIPANT A NUMBER OF SHARES EQUAL TO THE NUMBER OF RSUS SUBJECT TO THIS AWARD. ALL SHARES ISSUED HEREUNDER SHALL BE DELIVERED EITHER BY DELIVERING ONE OR MORE CERTIFICATES FOR SUCH SHARES TO THE PARTICIPANT OR BY ENTERING SUCH SHARES IN BOOK-ENTRY FORM, AS DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION. THE VALUE OF SHARES SHALL NOT BEAR ANY INTEREST OWING TO THE PASSAGE OF TIME. NEITHER THIS SECTION 4 NOR ANY ACTION TAKEN PURSUANT TO OR IN ACCORDANCE WITH THIS AGREEMENT SHALL BE CONSTRUED TO CREATE A TRUST OR A FUNDED OR SECURED OBLIGATION OF ANY KIND.

5. RESTRICTIVE COVENANTS.

(A) THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE GRANT OF THE RSUS FURTHER ALIGNS THE PARTICIPANT’S INTERESTS WITH THE COMPANY’S LONG-TERM BUSINESS INTERESTS, AND AS A CONDITION TO THE COMPANY’S WILLINGNESS TO ENTER INTO THIS AGREEMENT, THE PARTICIPANT AGREES TO ABIDE BY THE RESTRICTIVE COVENANTS, WHICH ARE DEEMED TO BE PART OF THIS AGREEMENT AS IF FULLY SET FORTH HEREIN. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE RESTRICTIVE COVENANTS ARE REASONABLE AND ENFORCEABLE IN ALL RESPECTS. BY ACCEPTING THIS AWARD, THE PARTICIPANT AGREES TO BE BOUND, AND PROMISES TO ABIDE, BY THE TERMS OF THE RESTRICTIVE COVENANTS AND EXPRESSLY ACKNOWLEDGES AND AFFIRMS THAT THIS AWARD WOULD NOT BE GRANTED TO THE PARTICIPANT IF THE PARTICIPANT HAD NOT AGREED TO BE BOUND BY SUCH RESTRICTIVE COVENANTS.

(B) NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT OR THE PLAN TO THE CONTRARY, IN THE EVENT THE COMMITTEE DETERMINES THAT THE PARTICIPANT HAS FAILED TO ABIDE BY ANY OF THE TERMS OF THE

RESTRICTIVE COVENANTS OR THE PROVISIONS OF ANY OTHER CONFIDENTIALITY, NON-DISCLOSURE, NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT OR OTHER RESTRICTIVE COVENANTS IN ANY OTHER AGREEMENT BY AND BETWEEN THE COMPANY OR ANY AFFILIATE AND THE PARTICIPANT, THEN, IN ADDITION TO AND WITHOUT LIMITING THE REMEDIES SET FORTH THE EXECUTIVE SEVERANCE PLAN:

(I) ALL RSUS THAT HAVE NOT BEEN SETTLED AS OF THE DATE OF SUCH DETERMINATION (AND ALL RIGHTS ARISING FROM SUCH RSUS AND FROM BEING A HOLDER THEREOF) WILL TERMINATE AUTOMATICALLY WITHOUT ANY FURTHER ACTION BY THE COMPANY AND WILL BE FORFEITED WITHOUT FURTHER NOTICE AND AT NO COST TO THE COMPANY; AND

(II) THE PARTICIPANT SHALL, WITHIN 30 DAYS FOLLOWING THE PARTICIPANT’S RECEIPT OF A WRITTEN NOTICE FROM THE COMPANY, PAY TO THE COMPANY A CASH AMOUNT EQUAL TO THE FAIR MARKET VALUE OF ANY SHARES PREVIOUSLY RECEIVED BY THE PARTICIPANT PURSUANT TO THE SETTLEMENT OF THE RSUS AS OF THE DATE OF RECEIPT OF SUCH SHARES.

6. TAX WITHHOLDING. TO THE EXTENT THAT THE RECEIPT, VESTING OR SETTLEMENT OF THIS AWARD RESULTS IN COMPENSATION INCOME OR WAGES TO THE PARTICIPANT FOR FEDERAL, STATE, LOCAL AND/OR FOREIGN TAX PURPOSES, THE PARTICIPANT SHALL MAKE ARRANGEMENTS SATISFACTORY TO THE COMPANY REGARDING THE PAYMENT OF ANY INCOME TAX, SOCIAL INSURANCE CONTRIBUTION OR OTHER APPLICABLE TAXES THAT ARE REQUIRED TO BE WITHHELD IN RESPECT OF THIS AWARD, WHICH ARRANGEMENTS INCLUDE THE DELIVERY OF CASH OR CASH EQUIVALENTS, SHARES (INCLUDING PREVIOUSLY OWNED SHARES (WHICH ARE NOT SUBJECT TO ANY PLEDGE OR OTHER SECURITY INTEREST), NET SETTLEMENT, A BROKER-ASSISTED SALE, OR OTHER CASHLESS WITHHOLDING OR REDUCTION OF THE AMOUNT OF SHARES OTHERWISE ISSUABLE OR DELIVERED PURSUANT TO THIS AWARD), OTHER PROPERTY, OR ANY OTHER LEGAL CONSIDERATION THE COMMITTEE DEEMS APPROPRIATE. IF SUCH TAX OBLIGATIONS ARE SATISFIED THROUGH NET SETTLEMENT OR THE SURRENDER OF PREVIOUSLY OWNED SHARES, THE MAXIMUM NUMBER OF SHARES THAT MAY BE SO WITHHELD (OR SURRENDERED) SHALL BE THE NUMBER OF SHARES THAT HAVE AN AGGREGATE FAIR MARKET VALUE ON THE DATE OF WITHHOLDING OR SURRENDER EQUAL TO THE AGGREGATE AMOUNT OF SUCH TAX LIABILITIES DETERMINED BASED ON THE GREATEST WITHHOLDING RATES FOR FEDERAL, STATE, LOCAL AND/OR FOREIGN TAX PURPOSES, INCLUDING PAYROLL TAXES, THAT MAY BE UTILIZED WITHOUT CREATING ADVERSE ACCOUNTING TREATMENT FOR THE COMPANY WITH RESPECT TO THIS AWARD, AS DETERMINED BY THE COMMITTEE. ANY FRACTION OF A SHARE REQUIRED TO SATISFY SUCH TAX OBLIGATIONS SHALL

BE DISREGARDED AND THE AMOUNT DUE SHALL BE PAID INSTEAD IN CASH TO THE PARTICIPANT. THE PARTICIPANT ACKNOWLEDGES THAT THERE MAY BE ADVERSE TAX CONSEQUENCES UPON THE RECEIPT, VESTING OR SETTLEMENT OF THIS AWARD OR DISPOSITION OF THE UNDERLYING SHARES AND THAT THE PARTICIPANT HAS BEEN ADVISED, AND HEREBY IS ADVISED, TO CONSULT A TAX ADVISOR. THE PARTICIPANT REPRESENTS THAT THE PARTICIPANT IS IN NO MANNER RELYING ON THE BOARD, THE COMMITTEE, THE COMPANY OR AN AFFILIATE OR ANY OF THEIR RESPECTIVE MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES OR AUTHORIZED REPRESENTATIVES (INCLUDING ATTORNEYS, ACCOUNTANTS, CONSULTANTS, BANKERS, LENDERS, PROSPECTIVE LENDERS AND FINANCIAL REPRESENTATIVES) FOR TAX ADVICE OR AN ASSESSMENT OF SUCH TAX CONSEQUENCES.

7. NON-TRANSFERABILITY.  DURING THE LIFETIME OF THE PARTICIPANT, THE RSUS MAY NOT BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN ANY MANNER OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION, UNLESS AND UNTIL THE SHARES UNDERLYING THE RSUS HAVE BEEN ISSUED, AND ALL RESTRICTIONS APPLICABLE TO SUCH SHARES HAVE LAPSED. NEITHER THE RSUS NOR ANY INTEREST OR RIGHT THEREIN SHALL BE LIABLE FOR THE DEBTS, CONTRACTS OR ENGAGEMENTS OF THE PARTICIPANT OR HIS OR HER SUCCESSORS IN INTEREST OR SHALL BE SUBJECT TO DISPOSITION BY TRANSFER, ALIENATION, ANTICIPATION, PLEDGE, ENCUMBRANCE, ASSIGNMENT OR ANY OTHER MEANS, WHETHER SUCH DISPOSITION BE VOLUNTARY OR INVOLUNTARY OR BY OPERATION OF LAW BY JUDGMENT, LEVY, ATTACHMENT, GARNISHMENT OR ANY OTHER LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING BANKRUPTCY), AND ANY ATTEMPTED DISPOSITION THEREOF SHALL BE NULL AND VOID AND OF NO EFFECT, EXCEPT TO THE EXTENT THAT SUCH DISPOSITION IS PERMITTED BY THE PRECEDING SENTENCE.

8. COMPLIANCE WITH APPLICABLE LAW. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ISSUANCE OF SHARES HEREUNDER WILL BE SUBJECT TO COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF APPLICABLE LAW WITH RESPECT TO SUCH SECURITIES AND WITH THE REQUIREMENTS OF ANY STOCK EXCHANGE OR MARKET SYSTEM UPON WHICH THE SHARES MAY THEN BE LISTED. NO SHARES WILL BE ISSUED HEREUNDER IF SUCH ISSUANCE WOULD CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW OR REGULATION OR THE REQUIREMENTS OF ANY STOCK EXCHANGE OR MARKET SYSTEM UPON WHICH THE SHARES MAY THEN BE LISTED. IN ADDITION, SHARES WILL NOT BE ISSUED HEREUNDER UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AT THE TIME OF SUCH ISSUANCE WITH RESPECT TO THE SHARES TO BE ISSUED OR (B) IN THE OPINION OF LEGAL COUNSEL TO THE COMPANY, THE SHARES TO BE ISSUED ARE PERMITTED TO BE ISSUED IN ACCORDANCE WITH THE TERMS OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE INABILITY OF THE COMPANY TO OBTAIN FROM ANY

REGULATORY BODY HAVING JURISDICTION THE AUTHORITY, IF ANY, DEEMED BY THE COMPANY’S LEGAL COUNSEL TO BE NECESSARY FOR THE LAWFUL ISSUANCE AND SALE OF ANY SHARES HEREUNDER WILL RELIEVE THE COMPANY OF ANY LIABILITY IN RESPECT OF THE FAILURE TO ISSUE SUCH SHARES AS TO WHICH SUCH REQUISITE AUTHORITY HAS NOT BEEN OBTAINED. AS A CONDITION TO ANY ISSUANCE OF SHARES HEREUNDER, THE COMPANY MAY REQUIRE THE PARTICIPANT TO SATISFY ANY REQUIREMENTS THAT MAY BE NECESSARY OR APPROPRIATE TO EVIDENCE COMPLIANCE WITH ANY APPLICABLE LAW OR REGULATION AND TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH COMPLIANCE AS MAY BE REQUESTED BY THE COMPANY.

9. RIGHTS AS A STOCKHOLDER. THE PARTICIPANT SHALL HAVE NO RIGHTS AS A STOCKHOLDER OF THE COMPANY WITH RESPECT TO ANY SHARES THAT MAY BECOME DELIVERABLE HEREUNDER UNLESS AND UNTIL THE PARTICIPANT HAS BECOME THE HOLDER OF RECORD OF SUCH SHARES, AND NO ADJUSTMENTS SHALL BE MADE FOR DIVIDENDS IN CASH OR OTHER PROPERTY, DISTRIBUTIONS OR OTHER RIGHTS IN RESPECT OF ANY SUCH SHARES, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE PLAN OR THIS AGREEMENT.

10. EXECUTION OF RECEIPTS AND RELEASES. ANY ISSUANCE OR TRANSFER OF SHARES OR OTHER PROPERTY TO THE PARTICIPANT OR THE PARTICIPANT’S LEGAL REPRESENTATIVE, HEIR, LEGATEE OR DISTRIBUTEE, IN ACCORDANCE WITH THIS AGREEMENT SHALL BE IN FULL SATISFACTION OF ALL CLAIMS OF SUCH PERSON HEREUNDER. AS A CONDITION PRECEDENT TO SUCH PAYMENT OR ISSUANCE, THE COMPANY MAY REQUIRE THE PARTICIPANT OR THE PARTICIPANT’S LEGAL REPRESENTATIVE, HEIR, LEGATEE OR DISTRIBUTEE TO EXECUTE (AND NOT REVOKE WITHIN ANY TIME PROVIDED TO DO SO) A RELEASE AND RECEIPT THEREFOR IN SUCH FORM AS IT SHALL DETERMINE APPROPRIATE; PROVIDED, HOWEVER, THAT ANY REVIEW PERIOD UNDER SUCH RELEASE WILL NOT MODIFY THE DATE OF SETTLEMENT WITH RESPECT TO ANY VESTED RSUS.

11. NO RIGHT TO CONTINUED EMPLOYMENT, SERVICE OR AWARDS. NEITHER THE ADOPTION OF THE PLAN NOR THE AWARD OF THE RSUS HEREUNDER PURSUANT TO THE GRANT NOTICE AND THIS AGREEMENT, SHALL CONFER UPON THE PARTICIPANT THE RIGHT TO CONTINUED EMPLOYMENT BY, OR A CONTINUED SERVICE RELATIONSHIP WITH, THE COMPANY OR ANY AFFILIATE, OR ANY OTHER ENTITY, OR AFFECT IN ANY WAY THE RIGHT OF THE COMPANY OR ANY SUCH AFFILIATE, OR ANY OTHER ENTITY TO TERMINATE SUCH EMPLOYMENT OR OTHER SERVICE RELATIONSHIP AT ANY TIME. UNLESS OTHERWISE PROVIDED IN A WRITTEN EMPLOYMENT AGREEMENT OR BY APPLICABLE LAW, THE PARTICIPANT’S EMPLOYMENT BY THE COMPANY, OR ANY SUCH AFFILIATE, OR ANY OTHER ENTITY SHALL BE ON AN AT-WILL BASIS, AND THE EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME BY EITHER THE PARTICIPANT OR THE COMPANY, OR ANY SUCH AFFILIATE, OR

OTHER ENTITY FOR ANY OR NO REASON WHATSOEVER, WITH OR WITHOUT CAUSE OR NOTICE. ANY QUESTION AS TO WHETHER AND WHEN THERE HAS BEEN A TERMINATION OF SUCH EMPLOYMENT, AND THE CAUSE OF SUCH TERMINATION, SHALL BE DETERMINED BY THE COMMITTEE OR ITS DELEGATE, AND SUCH DETERMINATION SHALL BE FINAL, CONCLUSIVE AND BINDING FOR ALL PURPOSES. THE GRANT OF THE RSUS HEREUNDER IS A ONE-TIME BENEFIT THAT WAS MADE AT THE SOLE DISCRETION OF THE COMPANY AND DOES NOT CREATE ANY CONTRACTUAL OR OTHER RIGHT TO RECEIVE ANY GRANT OF AWARDS IN THE FUTURE OR ANY BENEFITS IN LIEU OF ANY AWARDS IN THE FUTURE, INCLUDING ANY ADJUSTMENT TO WAGES, OVERTIME, BENEFITS OR OTHER COMPENSATION. ANY FUTURE AWARDS WILL BE GRANTED AT THE SOLE DISCRETION OF THE COMPANY.

12. LEGAL AND EQUITABLE REMEDIES. THE PARTICIPANT ACKNOWLEDGES THAT A VIOLATION OR ATTEMPTED BREACH OF ANY OF THE PARTICIPANT’S COVENANTS AND AGREEMENTS IN THIS AGREEMENT WILL CAUSE SUCH DAMAGE AS WILL BE IRREPARABLE, THE EXACT AMOUNT OF WHICH WOULD BE DIFFICULT TO ASCERTAIN AND FOR WHICH THERE WILL BE NO ADEQUATE REMEDY AT LAW, AND ACCORDINGLY, THE PARTIES HERETO AGREE THAT THE COMPANY AND ITS AFFILIATES SHALL BE ENTITLED AS A MATTER OF RIGHT TO AN INJUNCTION ISSUED BY ANY COURT OF COMPETENT JURISDICTION, RESTRAINING THE PARTICIPANT OR THE AFFILIATES, PARTNERS OR AGENTS OF THE PARTICIPANT FROM SUCH BREACH OR ATTEMPTED VIOLATION OF SUCH COVENANTS AND AGREEMENTS, AS WELL AS TO RECOVER FROM THE PARTICIPANT ANY AND ALL COSTS AND EXPENSES SUSTAINED OR INCURRED BY THE COMPANY OR ANY AFFILIATE IN OBTAINING SUCH AN INJUNCTION, INCLUDING REASONABLE ATTORNEYS’ FEES. THE PARTIES TO THIS AGREEMENT AGREE THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN CONNECTION WITH SUCH INJUNCTION. ANY EXERCISE BY EITHER OF THE PARTIES TO THIS AGREEMENT OF ITS RIGHTS PURSUANT TO THIS SECTION 12 SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER REMEDIES TO WHICH SUCH PARTY MAY BE ENTITLED.

13. NOTICES. ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DELIVERED TO THE PARTIES AT THE FOLLOWING ADDRESSES (OR AT SUCH OTHER ADDRESS FOR A PARTY AS SHALL BE SPECIFIED BY LIKE NOTICE):

If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):

NET Power Inc.

Attn: Legal Department

404 Hunt Street, Suite 410

Durham, North Carolina 27701

If to the Participant, at the Participant’s last known address on file with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.

14. CONSENT TO ELECTRONIC DELIVERY; ELECTRONIC SIGNATURE. IN LIEU OF RECEIVING DOCUMENTS IN PAPER FORMAT, THE PARTICIPANT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ACCEPT ELECTRONIC DELIVERY OF ANY DOCUMENTS THAT THE COMPANY MAY BE REQUIRED TO DELIVER (INCLUDING, BUT NOT LIMITED TO, PROSPECTUSES, PROSPECTUS SUPPLEMENTS, GRANT OR AWARD NOTIFICATIONS AND AGREEMENTS, ACCOUNT STATEMENTS, ANNUAL AND QUARTERLY REPORTS AND ALL OTHER FORMS OF COMMUNICATIONS) IN CONNECTION WITH THIS AND ANY OTHER AWARD MADE OR OFFERED BY THE COMPANY. ELECTRONIC DELIVERY MAY BE MADE VIA A COMPANY ELECTRONIC MAIL SYSTEM OR BY REFERENCE TO A LOCATION ON A COMPANY INTRANET TO WHICH THE PARTICIPANT HAS ACCESS. THE PARTICIPANT HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR AN ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY SUCH DOCUMENTS THAT THE COMPANY MAY BE REQUIRED TO DELIVER, AND AGREES THAT HIS OR HER ELECTRONIC SIGNATURE IS THE SAME AS, AND SHALL HAVE THE SAME FORCE AND EFFECT AS, HIS OR HER MANUAL SIGNATURE.

15. AGREEMENT TO FURNISH INFORMATION. THE PARTICIPANT AGREES TO FURNISH TO THE COMPANY ALL INFORMATION REQUESTED BY THE COMPANY TO ENABLE IT TO COMPLY WITH ANY REPORTING OR OTHER REQUIREMENT IMPOSED UPON THE COMPANY BY OR UNDER ANY APPLICABLE STATUTE OR REGULATION.

16. ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF, AND CONTAINS ALL THE COVENANTS, PROMISES, REPRESENTATIONS, WARRANTIES AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE RSUS GRANTED HEREBY; PROVIDED¸ HOWEVER, THAT (A) THE TERMS OF THIS AGREEMENT SHALL NOT MODIFY AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF ANY EMPLOYMENT, CONSULTING AND/OR SEVERANCE AGREEMENT BETWEEN THE COMPANY (OR AN AFFILIATE OR OTHER ENTITY) AND THE PARTICIPANT IN EFFECT AS OF THE DATE A DETERMINATION IS TO BE MADE UNDER THIS AGREEMENT; AND (B) THE RESTRICTIVE COVENANTS ARE IN ADDITION TO AND COMPLEMENT (AND DO NOT REPLACE OR

SUPERSEDE) ALL OTHER AGREEMENTS AND OBLIGATIONS BETWEEN THE COMPANY OR ANY AFFILIATE AND THE PARTICIPANT WITH RESPECT TO CONFIDENTIALITY, NON-DISCLOSURE, NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT AND OTHER RESTRICTIVE COVENANTS. WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE, EXCEPT AS PROVIDED THEREIN, ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, IF ANY, AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF ARE HEREBY NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT. THE COMMITTEE MAY, IN ITS SOLE DISCRETION, AMEND THIS AGREEMENT FROM TIME TO TIME IN ANY MANNER THAT IS NOT INCONSISTENT WITH THE PLAN; PROVIDED, HOWEVER, THAT EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR THIS AGREEMENT, ANY SUCH AMENDMENT THAT MATERIALLY REDUCES THE RIGHTS OF THE PARTICIPANT SHALL BE EFFECTIVE ONLY IF IT IS IN WRITING AND SIGNED BY BOTH THE PARTICIPANT AND AN AUTHORIZED OFFICER OF THE COMPANY. 

17. SEVERABILITY AND WAIVER. IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT ANY PROVISION OF THIS AGREEMENT IS INVALID OR UNENFORCEABLE, THEN THE INVALIDITY OR UNENFORCEABILITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, AND ALL OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT. WAIVER BY ANY PARTY OF ANY BREACH OF THIS AGREEMENT OR FAILURE TO EXERCISE ANY RIGHT HEREUNDER SHALL NOT BE DEEMED TO BE A WAIVER OF ANY OTHER BREACH OR RIGHT. THE FAILURE OF ANY PARTY TO TAKE ACTION BY REASON OF SUCH BREACH OR TO EXERCISE ANY SUCH RIGHT SHALL NOT DEPRIVE SUCH PARTY OF THE RIGHT TO TAKE ACTION AT ANY TIME WHILE OR AFTER SUCH BREACH OR CONDITION GIVING RISE TO SUCH RIGHT OCCURS.

18. COMPANY RECOUPMENT OF AWARDS. THE PARTICIPANT’S RIGHTS WITH RESPECT TO THIS AWARD SHALL IN ALL EVENTS BE SUBJECT TO (A) ANY RIGHT THAT THE COMPANY MAY HAVE UNDER ANY COMPANY RECOUPMENT POLICY, INCLUDING THE COMPANY’S CLAWBACK POLICY, AS IN EFFECT FROM TIME TO TIME, OR ANY OTHER AGREEMENT OR ARRANGEMENT WITH THE PARTICIPANT, AND (B) ANY RIGHT OR OBLIGATION THAT THE COMPANY MAY HAVE REGARDING THE CLAWBACK OF “INCENTIVE-BASED COMPENSATION” UNDER SECTION 10D OF THE EXCHANGE ACT AND ANY APPLICABLE RULES AND REGULATIONS PROMULGATED THEREUNDER FROM TIME TO TIME BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER APPLICABLE LAW.

19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.

20. SUCCESSORS AND ASSIGNS. THE COMPANY MAY ASSIGN ANY OF ITS RIGHTS UNDER THIS AGREEMENT WITHOUT THE PARTICIPANT’S CONSENT. THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE COMPANY. SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN AND IN THE PLAN, THIS AGREEMENT WILL BE BINDING UPON THE PARTICIPANT AND THE PARTICIPANT’S BENEFICIARIES, EXECUTORS, ADMINISTRATORS AND THE PERSON(S) TO WHOM THE RSUS MAY BE TRANSFERRED BY WILL OR THE LAWS OF DESCENT OR DISTRIBUTION.

21. HEADINGS; REFERENCES; INTERPRETATION. HEADINGS ARE FOR CONVENIENCE ONLY AND ARE NOT DEEMED TO BE PART OF THIS AGREEMENT. THE WORDS “HEREOF,” “HEREIN” AND “HEREUNDER” AND WORDS OF SIMILAR IMPORT, WHEN USED IN THIS AGREEMENT, SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT. ALL REFERENCES HEREIN TO SECTIONS SHALL, UNLESS THE CONTEXT REQUIRES A DIFFERENT CONSTRUCTION, BE DEEMED TO BE REFERENCES TO THE SECTIONS OF THIS AGREEMENT. THE WORD “OR” AS USED HEREIN IS NOT EXCLUSIVE AND IS DEEMED TO HAVE THE MEANING “AND/OR.” ALL REFERENCES TO “INCLUDING” SHALL BE CONSTRUED AS MEANING “INCLUDING WITHOUT LIMITATION.” UNLESS THE CONTEXT REQUIRES OTHERWISE, ALL REFERENCES HEREIN TO A LAW, AGREEMENT, INSTRUMENT OR OTHER DOCUMENT SHALL BE DEEMED TO REFER TO SUCH LAW, AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS AMENDED, SUPPLEMENTED, MODIFIED AND RESTATED FROM TIME TO TIME TO THE EXTENT PERMITTED BY THE PROVISIONS THEREOF. ALL REFERENCES TO “DOLLARS” OR “$” IN THIS AGREEMENT REFER TO UNITED STATES DOLLARS. WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED HEREIN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL AND VICE VERSA. NEITHER THIS AGREEMENT NOR ANY UNCERTAINTY OR AMBIGUITY HEREIN SHALL BE CONSTRUED OR RESOLVED AGAINST ANY PARTY HERETO, WHETHER UNDER ANY RULE OF CONSTRUCTION OR OTHERWISE. ON THE CONTRARY, THIS AGREEMENT HAS BEEN REVIEWED BY EACH OF THE PARTIES HERETO AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE ORDINARY MEANING OF THE WORDS USED SO AS TO FAIRLY ACCOMPLISH THE PURPOSES AND INTENTIONS OF THE PARTIES HERETO.

22. COUNTERPARTS.  THE GRANT NOTICE MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE INSTRUMENT. DELIVERY OF AN EXECUTED COUNTERPART OF THE GRANT NOTICE BY FACSIMILE OR PORTABLE DOCUMENT FORMAT (.PDF) ATTACHMENT TO ELECTRONIC MAIL SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THE GRANT NOTICE.

23. SECTION 409A. THIS AGREEMENT AND THE RSUS ARE INTENDED TO COMPLY WITH, OR BE EXEMPT FROM, THE APPLICABLE REQUIREMENTS OF SECTION 409A OF THE CODE AND SHALL BE LIMITED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH SUCH INTENT. NOTWITHSTANDING ANY CONTRARY PROVISION IN THE PLAN OR THIS AGREEMENT, ANY PAYMENT(S) OF “NONQUALIFIED DEFERRED COMPENSATION” (WITHIN THE MEANING OF SECTION 409A OF THE CODE) THAT ARE OTHERWISE REQUIRED TO BE MADE UNDER THE PLAN OR THIS AGREEMENT TO A “SPECIFIED EMPLOYEE” (AS DEFINED UNDER SECTION 409A OF THE CODE) AS A RESULT OF SUCH EMPLOYEE’S SEPARATION FROM SERVICE (OTHER THAN A PAYMENT THAT IS NOT SUBJECT TO SECTION 409A OF THE CODE) SHALL BE DELAYED FOR THE FIRST SIX (6) MONTHS FOLLOWING SUCH SEPARATION FROM SERVICE (OR, IF EARLIER, UNTIL THE DATE OF DEATH OF THE SPECIFIED EMPLOYEE) AND SHALL INSTEAD BE PAID (IN A MANNER SET FORTH IN THIS AGREEMENT) UPON EXPIRATION OF SUCH DELAY PERIOD. NOTWITHSTANDING THE FOREGOING, NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION THAT THE RSUS PROVIDED UNDER THIS AGREEMENT ARE EXEMPT FROM, OR COMPLIANT WITH, SECTION 409A OF THE CODE, AND IN NO EVENT SHALL THE COMPANY OR ANY AFFILIATE BE LIABLE FOR ALL OR ANY PORTION OF ANY TAXES, PENALTIES, INTEREST OR OTHER EXPENSES THAT MAY BE INCURRED BY THE PARTICIPANT ON ACCOUNT OF NON-COMPLIANCE WITH SECTION 409A OF THE CODE.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel J. Rice IV, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024 of NET Power Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s

fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 13, 2024 By: /s/ Daniel J. Rice IV

Daniel J. Rice IV

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Akash Patel, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024 of NET Power Inc.;

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s

fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 13, 2024 By: /s/ Akash Patel

Akash Patel

Chief Financial Officer

(Principal Executive Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NET Power Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. Rice IV, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2024 By: /s/ Daniel J. Rice IV

Daniel J. Rice IV

Chief Executive Officer

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NET Power Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Akash Patel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2024 By: /s/ Akash Patel

Akash Patel

Chief Financial Officer

(Principal Financial Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Current Fiscal Year End Date	--12-31
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	320 Roney St.
Entity Address, Address Line Two	Suite 200
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 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	2024
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2024
Amendment Flag	false
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		72,162,898
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share ofClass A Common Stock at a price of $11.50
Trading Symbol	NPWR-WT
Security Exchange Name	NYSE
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		141,608,678

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 428,595	$ 536,927
Short-term investments	100,000	100,000
Investments in securities, available-for-sale	69,190	0
Accounts receivable, net	0	58
Interest receivable	373	1,942
Prepaid expenses	1,501	1,777
Other current assets	358	93
Total current assets	600,017	640,797
Long-term assets
Fair value, noncurrent	27,793	0
Intangible assets, net	1,290,453	1,307,265
Goodwill	423,920	423,920
Property, plant and equipment, net	101,099	96,856
Operating lease right-of-use assets	2,120	2,212
Total long-term assets	1,845,385	1,830,253
Total assets	2,445,402	2,471,050
Current liabilities
Accounts payable	2,669	617
Accrued liabilities	7,211	10,915
Due to related parties	302	142
Operating lease liabilities, current portion	364	347
Total current liabilities	10,546	12,021
Long-term liabilities
Earnout Shares liability	2,147	1,671
Warrant liability	70,021	55,920
Asset retirement obligation	2,103	2,060
Noncurrent operating lease liabilities	1,728	1,808
Tax receivable agreement, liability	10,099	8,937
Deferred taxes	53,085	57,719
Total long-term liabilities	139,183	128,115
Total liabilities	149,729	140,136
Commitments and contingencies (Note 14)
Mezzanine shareholders' equity
Redeemable non-controlling interests in subsidiary	1,635,900	1,545,905
Shareholders' equity
Preferred Stock, $.0000 par value; 1,000 shares authorized; no shares issued or outstanding as of March 31, 2024 (Successor) and December 31, 2023 (Successor)	0	0
Additional paid-in-capital	737,802	851,841
Accumulated other comprehensive income	224	0
Accumulated deficit	(78,274)	(66,853)
Total shareholders' equity	659,773	785,009
Total liabilities, mezzanine shareholders' equity and shareholders' equity	2,445,402	2,471,050
Class A Common Stock
Shareholders' equity
Common stock, value, issued	7	7
Class B Common Stock
Shareholders' equity
Common stock, value, issued	$ 14	$ 14

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
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
Accumulated other comprehensive income	$ 224	$ 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
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
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, outstanding (in shares)	71,970,052	71,277,906
Common stock, shares, issued (in shares)	71,970,052	71,277,906
Class B Common Stock
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, outstanding (in shares)	141,801,811	141,787,429
Common stock, shares, issued (in shares)	141,801,811	141,787,429

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue	$ 0	$ 50
Gross profit	0	50
Operating expenses
Sales and marketing	751	340
Project development	324	178
Depreciation, amortization and accretion	20,057	3,332
Total operating expenses	38,783	17,089
Operating loss	(38,783)	(17,039)
Other income (expense)
Interest income (expense)	7,690	(30)
Change in Earnout Shares liability and Warrant liability	(14,577)	0
Other income	0	2
Net other income (expense)	(6,887)	(28)
Net loss before income tax	(45,670)	(17,067)
Income tax benefit	(4,038)	0
Net loss after income tax	(41,632)	(17,067)
Net loss attributable to non-controlling interests	(30,211)	0
Net loss attributable to NET Power Inc.	(11,421)	(17,067)
Other comprehensive gain (loss)
Unrealized gain on investments	662	0
Total other comprehensive gain (loss)	662	0
Comprehensive loss	(40,970)	(17,067)
Comprehensive loss attributable to non-controlling interests	(29,773)	0
Comprehensive loss attributable to NET Power Inc.	$ (11,197)	$ (17,067)
Net loss per share of Class A Common Stock (Successor) or per membership interest (Predecessor), diluted (in dollars per share)	$ (0.16)	$ (4.55)
Net Loss per share of Class A Common Stock (Successor) or per membership interest (Predecessor), basic (in dollars per share)	$ (0.16)	$ (4.55)
Weighted average shares of Class A Common Stock or membership interests, diluted (in shares)	71,894,553	3,748,476
Weighted average shares of Class A Common Stock or membership interests, basic (in shares)	71,894,553	3,748,476
Nonrelated Party
Cost of revenue	$ 0	$ 0
Operating expenses
General and administrative	6,383	5,563
Research and development	10,975	1,102
Related Party
Cost of revenue	0	0
Operating expenses
General and administrative	26	110
Research and development	$ 267	$ 6,464

Condensed Consolidated Statement of Shareholders’ Equity and Non-Controlling Interest (Unaudited) - 3 months ended Mar. 31, 2024 - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Total Shareholders' Equity	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in-Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Non-controlling Interests - Mezzanine Equity
Common stock, beginning balance (in shares) at Dec. 31, 2023		71,277,906	141,787,429		71,277,906	141,787,429
Equity, beginning balance at Dec. 31, 2023	$ 785,009			$ 785,009	$ 7	$ 14	$ 851,841	$ 0	$ (66,853)	$ 1,545,905
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redemption of Class A Common Stock (in shares)			679,559		679,559
Redemption of Class A Common Stock				74			74			(74)
Issuance of Class A Common Stock (in shares)					12,587
Issuance of Class A Common Stock				4,032			4,032			(4,005)
Tax Receivable Agreement, net of deferred taxes				(567)			(567)
Unrealized gain on investments	662			224				224		438
Amortization of share based payments (in shares)						693,941
Amortization of share-based payments				647			647			5,622
Adjustment of redeemable non-controlling interest to redemption value				(118,225)			(118,225)			118,225
Net loss	(41,632)			(11,421)					(11,421)	(30,211)
Common stock, ending balance (in shares) at Mar. 31, 2024		71,970,052	141,801,811		71,970,052	141,801,811
Equity, ending balance at Mar. 31, 2024	$ 659,773			$ 659,773	$ 7	$ 14	$ 737,802	$ 224	$ (78,274)	$ 1,635,900

Condensed Consolidated Statement of Members’ Equity (Unaudited) - 3 months ended Mar. 31, 2023 - USD ($) $ in Thousands	Total	Occidental Petroleum	Constellation	BHES BHES Bonus Shares	BHES In-Kind Shares	Membership Interests	Membership Interests Occidental Petroleum	Membership Interests Constellation	Membership Interests BHES	Membership Interests BHES In-Kind Shares	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, 2022						3,722,355
Beginning balance, members' equity at Dec. 31, 2022	$ 64,402					$ 262,622					$ 26,288			$ 17	$ (224,525)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share issuances (in shares)							5,824	28,764		6,281
Issuance of Class A Common Stock		$ 1,859	$ 9,181	$ 2,688	$ 1,943		$ 1,859	$ 9,181	$ 1,943	$ 1,325		$ 2,688	$ 618
Vesting of profits interests	1,747										1,747
Comprehensive loss	(17,067)														(17,067)
Common unit, outstanding, ending balance (in shares) at Mar. 31, 2023						3,763,224
Ending balance, members' equity at Mar. 31, 2023	$ 64,753					$ 274,987					$ 31,341			$ 17	$ (241,592)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net loss before income tax	$ (41,632)	$ (17,067)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	3,176	3,268
Amortization	16,812	5
Accretion	43	59
Non-cash lease expense	113	33
Deferred taxes	(4,039)	0
Change in fair value of Earnout Shares liability	476	0
Change in fair value of Warrant liability	14,101	0
Vesting of profits interests	0	1,745
Share-based compensation	6,269	4,632
Changes in operating assets and liabilities:
Accounts receivables	58	289
Interest receivable	1,396	0
Prepaid expenses	276	(252)
Other current assets	(46)	(629)
Accounts payable	2,078	95
Accrued liabilities	(1,820)	1,033
Lease liabilities	(84)	(31)
Option liability	0	31
Due to related parties – current	160	3,857
Due to related parties – long-term	0	(2,212)
Net cash used in operating activities	(2,663)	(5,144)
Cash flows from investing activities
Purchases of available-for-sale securities	(96,148)	0
Purchase of property, plant and equipment	(9,521)	(615)
Net cash used in investing activities	(105,669)	(615)
Cash flows from financing activities
Proceeds from share issuances	0	5,836
Net cash provided by financing activities	0	5,836
Net (decrease) increase in cash and cash equivalents	(108,332)	77
Cash and cash equivalents, beginning of period	536,927	5,164
Cash and cash equivalents, end of period	428,595	5,241
Non-cash investing activities:
Liabilities recorded for property, plant, and equipment, net	$ 1,721	$ 26

Nature of Business and Basis of Presentation	3 Months Ended
Nature of Business and Basis of Presentation	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Basis of Presentation	NOTE 1 — Nature of Business and Basis of Presentation Nature of Business NET Power Inc. (the "Company") is a clean energy technology company that 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 Cycle"). The NET Power Cycle 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. Business Combination On December 13, 2022, NET Power, LLC entered into a Business Combination Agreement with Rice Acquisition Corp. II ("RONI"), Rice Acquisition Holdings II LLC ("RONI OpCo"), Topo Buyer Co, LLC ("Buyer") and Topo Merger Sub, LLC ("Merger Sub"). On June 8, 2023 (the "Closing Date"), 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 Buyer. RONI OpCo, a subsidiary of RONI, renamed itself NET Power Operations LLC ("OpCo") and RONI renamed itself NET Power Inc. upon completion of the merger (the "Business Combination"). The Business Combination resulted in an umbrella partnership, C corporation or "Up-C" structure. OpCo is a variable interest entity ("VIE") in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 810, Consolidation ("ASC 810"); 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 OpCo. ASC 810 requires that a reporting entity that possesses a controlling financial interest in a VIE 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 OpCo continued to meet the definition of a VIE after the Business Combination and that the Company became the primary beneficiary of OpCo beginning on the Closing Date of the Business Combination; therefore, the Company has consolidated OpCo from the date of the Business Combination. 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 "Predecessor Period") and NET Power Inc. as the "Successor" for periods beginning on or after the Closing Date (the "Successor Period"). Revenue and earnings after the date of the Business Combination are shown in the Successor Period on the condensed 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, the 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 condensed consolidated financial statements include the accounts of subsidiaries that NET Power Inc. consolidated according to the rules set forth in ASC 810. The Company consolidates all wholly-owned subsidiaries and subsidiaries in which it owns a 50.0% or greater ownership interest and all VIE's to which it is deemed to represent the primary beneficiary, as described above. These condensed consolidated financial statements include the accounts of all wholly-owned subsidiaries and consolidated VIE's. Intercompany balances have been eliminated through the consolidation process. Basis of Presentation The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information; however, certain information or footnote disclosures normally included in complete financial statements prepared in accordance with US GAAP may have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In management's opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements for the year ended December 31, 2023 and include all adjustments, which consist of only normal and recurring adjustments, necessary for fair statement. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024.

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2 — Significant Accounting Policies In the opinion of the Company’s management, the Company’s significant accounting policies used for the three months ended March 31, 2024, unless otherwise noted below are consistent with those used for the fiscal year ended December 31, 2023. Accordingly, reference Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”) for the Company’s significant accounting policies. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. The estimates, judgments and assumptions made by the Company when accounting for items and matters such as, but not limited to, depreciation, amortization, asset valuations and share-based compensation were based on information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, as well as amounts reported on the condensed consolidated statements of operations and comprehensive loss during the periods presented. Actual results could differ from those estimates. Reclassification Certain immaterial prior period amounts have been reclassified to conform to current period presentation. Accounting Standards Not Yet Adopted During December 2023, the Financial Accounting Standards Board issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires public business entities to provide annually a tabular reconciliation of the reported income tax expense (or benefit) from continuing operations to the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate using specified categories and to disclose separately reconciling items within certain categories with absolute values equal to or greater than five percent of the product of the income (or loss) from continuing operations before tax and the applicable statutory tax rate. Additionally, ASU 2023-09 requires a public business entity to disclose the year-to-date amount of income taxes paid, net of refunds received, to federal, state and foreign jurisdictions. If a payment to a single federal, state or foreign jurisdiction equals or exceeds five percent of total income taxes paid, ASU 2023-09 requires separate disclosure of that payment. Finally, ASU 2023-09 requires a public business entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign jurisdictions and to disclose income tax expense (or benefit) from continuing operations disaggregated between federal, state and foreign jurisdictions. ASU 2023-09 removes the requirement to disclose the nature and estimate of the range of reasonably possible increases or decreases in the unrecognized tax benefits balance in the next 12 months, or to make a statement that an estimate of the range cannot be made. ASU 2023-09 is effective for the Company for calendar years beginning after December 15, 2025. Early adoption is permitted. The Company is evaluating the effect ASU 2023-09 will have on its consolidated financial statements.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

NOTE 3 — Goodwill and Intangible Assets

Goodwill

The following table presents the Company's goodwill included in the condensed consolidated balance sheets:


Goodwill at December 31, 2023 (Successor)	$	423,920
Measurement Adjustments	—
Goodwill at March 31, 2024 (Successor)	$	423,920

Definite Lived Intangible Assets

The following tables summarize the Company's definite lived intangible assets included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Developed technology, gross	$	1,345,000	$	1,345,000
Accumulated amortization	(54,547)		(37,735)
Developed technology, net	$	1,290,453	$	1,307,265

Amortization expense for the three months ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor) was $16,812 and $5, respectively.


Remainder of 2024	$	50,438
2025	67,250
2026	67,250
2027	67,250
2028	67,250
2029	67,250
2030 and thereafter	903,765
Total	$	1,290,453

Property, Plant, and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

NOTE 4 — Property, Plant and Equipment

The following table summarizes the key classifications of property, plant and equipment included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Furniture and equipment, gross	$	328	$	320
Demonstration Plant, gross	89,239		89,239
Construction in progress	21,853		14,443
Total property, plant and equipment, gross	111,420		104,002
Accumulated depreciation	(10,321)		(7,146)
Total property, plant and equipment, net	$	101,099	$	96,856

Depreciation expense for the three months ended March 31, 2024 (Successor) and March 31, 2023 (Predecessor) was $3,176 and $3,268, respectively.

Accrued Liabilities

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Liabilities

NOTE 5 — Accrued Liabilities

Accrued liabilities consist of the following components included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Accrued incentive compensation	$	819	$	2,016
Accrued cash-based expense of BHES JDA	3,438		3,669
Accrued legal service provider fees	241		160
Accrued capital expenditures	1,721		3,605
Other accrued liabilities	992		1,465
Total accrued liabilities	$	7,211	$	10,915

Revenue and Accounts Receivable

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Revenue and Accounts Receivable

NOTE 6 — Revenue and Accounts Receivable

Revenue

The following table disaggregates the revenue included in the condensed consolidated statements of operations and comprehensive loss into its major components:


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Feasibility studies	$	—	$	50
Test data sales	—		—
Testing services	—		—
Total revenue	$	—	$	50

Performance Obligations

Revenue recognized under contracts with customers exclusively includes the performance obligations satisfied in the applicable reporting period.

Accounts Receivable

Accounts receivable, net consist of the following balances included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Accounts receivable, gross	$	—	$	58
Allowance for credit losses	—		—
Accounts receivable, net	$	—	$	58

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

NOTE 7 — Related Party Transactions

The following table summarizes the related party amounts included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Amounts due to related parties under master services agreements	$	302	$	142

The following table summarizes the related party transactions included in the condensed consolidated statements of operations and comprehensive loss:


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)



Master services agreement administrative costs	$	26	$	34
Engineering support provided by former board member	—		76

General and administrative – related party	$	26	$	110

Master services agreement costs for Demonstration Plant	$	267	$	278
BHES JDA	—		6,186
Research and development – related party	$	267	$	6,464

Master Services Agreements

Engineering Support Provided by Former Board Member

BHES JDA

Lease

Reference Note 13 — Leases for a discussion of the OXY lease.

Investments

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Investments

NOTE 8 — Investments

The Company has two types of investments, a certificate of deposit, which is classified as short-term investments, and investments in securities, which are classified as available-for-sale.

The following table presents the Company's available-for-sale investments included in the condensed consolidated balance sheets


	March 31, 2024
Current assets	Amortized Cost		Unrealized Gain (Loss)		Fair Value
Corporate bonds	$	9,900	$	78	$	9,978
Commercial paper	23,641		199		23,840
U.S. treasuries	35,214		158		35,372
Total	$	68,755	$	435	$	69,190

Long-term assets	Amortized Cost		Unrealized Gain (Loss)		Fair Value
Corporate bonds	$	2,900	$	30	$	2,930

U.S. treasuries	24,666		197		24,863
Total	$	27,566	$	227	$	27,793

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9 — Fair Value Measurements


	Level	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Assets
Available-for-sale investments 1	1	$	96,983	$	—
Short-term investments	2	100,000		100,000
Total assets		$	196,983	$	100,000

Liabilities
Public Warrants	1	$	25,004	$	18,969
Private Placement Warrants	3	45,017		36,951
Earnout Shares	3	2,147		1,671

Total liabilities		$	72,168	$	57,591

___________

(1) $27,793 of these investments are classified as long-term on our consolidated balance sheet.


	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Balance of recurring level 3 liabilities at beginning of period	$	38,622	$	5,174
Change in Earnout Shares liability and Warrant liability	8,542		—


Payments	—		(5,174)
Balance of recurring level 3 liabilities at end of period	$	47,164	$	—

Earnout Shares

Warrants

Short-term Investments

Short-term investments are valued at cost, which approximates fair value. Short-term investments are considered level 2 fair value instruments because cost basis is not observable in a public market.

Option Liability

Net Loss per Share/Unit

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss per Share/Unit

NOTE 10 — Net Loss per Share/Unit

Successor Period

excluded the following financial instruments from the computation of diluted net loss per unit because their inclusion would be anti-dilutive:


Anti-Dilutive Instrument						March 31, 2024 (Successor)
Public Warrants						8,622,235
Private Placement Warrants						10,900,000
Earnout Shares						328,925
BHES Bonus Shares						2,068,416
Unvested Class A OpCo Units						848,415
Vested Class A OpCo Units						141,274,719
Unvested RSU's						504,421
Total						164,547,131

The following table sets forth the computation of the Company's basic and diluted net loss per share for the three months ended March 31, 2024 (Successor):


	Class A Common Stock
Numerator
Net loss	$	(41,632)
Net loss attributable to shareholders	$	(11,422)
Denominator
Weighted-average number shares outstanding, basic and diluted	71,895
Net loss per share attributable to shareholders, basic and diluted	$	(0.16)

Predecessor Period


Anti-Dilutive Instrument						March 31, 2023 (Predecessor)
Unvested profits interests						226,494
Member loan share options						—
Occidental Petroleum share options						—
Total						226,494

The following table sets forth the computation of the Company's basic and diluted net loss per unit for the three months ended March 31, 2023 (Predecessor):


	March 31, 2023 (Predecessor)
Numerator
Net loss	$	(17,067)
Net loss attributable to membership interest holders	$	(17,067)
Denominator
Weighted-average number membership interests outstanding, basic and diluted	3,748
Net loss per unit attributable to membership interest holders, basic and diluted	$	(4.55)

Shareholders' Equity and Non-Controlling Interest

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Shareholders' Equity and Non-Controlling Interest

NOTE 11 — Shareholders' Equity and Non-Controlling Interest

Successor Period


	March 31, 2024 (Successor)
Net Loss before income tax	$	(45,670)
Redeemable non-controlling interest percentage — Class A OpCo Units	66.2		%
Net Loss before income tax attributable to Class A OpCo Units	$	(29,773)

Predecessor Period

Share-Based Payments

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payments

NOTE 12 — Share-Based Payments

OpCo Unit Awards (Predecessor and Successor)


	Quantity		Calculated Value
	March 31, 2024 (Successor)	March 31, 2023 (Predecessor)	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Unvested, beginning of period	848,415	226,494	$	5.21	$	63.25
Granted	—	—	$	—	$	—
Forfeited	—	—	$	—	$	—
Vested	—	—	$	—	$	—
Accelerated	—	—	$	—	$	—
Unvested, end of period	848,415	226,494	$	5.21	$	63.25

Restricted Stock Units (Successor)

The following table presents a summary of RSU's outstanding, granted, forfeited, vested and accelerated during the three months ended March 31, 2024 (Successor):


	Quantity	Fair Value

Unvested, beginning of period	443,221		$	13.13
Granted	71,200		$	9.26
Forfeited	—		$	—
Vested	—		$	—
Accelerated	(10,000)		$	13.23
Unvested, end of period	504,421		$	12.85

BHES JDA (Predecessor and Successor)

payment for services rendered by BHES under the terms of the BHES JDA during the three-month periods described below:


	Quantity		Total Fair Value
	March 31, 2024 (Successor)	March 31, 2023 (Predecessor)	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)		Equivalent Value per Unit or per Share (1)
Membership Interests	—	9,210	$	—	$	1,943	$	168.75
Class A OpCo Units	650,248	—	4,298		—		$	5.29
Class B Common Stock	650,248	—	—		—		$	—
Total			$	4,298	$	1,943

___________

(1) The Equivalent Value per Unit is the discounted price per membership interest or per share stipulated in the BHES JDA.


	Performance Period End Date	Compensation Cost Incurred To Date		Remaining Compensation Cost		Total Compensation Cost
BHES JDA - variable share-based payments	January 2027	$	21,777	$	5,568	$	27,345

Reference Note 14 for additional quantitative disclosures related to the BHES JDA.

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

NOTE 13 — Leases

The following table presents the future minimum lease payments that the Company expects to make under its operating leases as of March 31, 2024 (Successor):


Year	Future Minimum Lease Payments
2024	$	379
2025	517
2026	531
2027	544
2028	511
2029 and thereafter	—

Total	$	2,482

Office Leases

As of March 31, 2024 (Successor), the Company had $2,092 in lease liabilities and $1,974 in right-of-use assets attributable to the Roney St. Lease on its condensed consolidated balance sheets.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 14 — Commitments and Contingencies

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 and ending balances of the asset retirement obligation as of the dates presented:


	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Asset retirement obligation, beginning of period	$	2,060	$	2,416
Obligation incurred	—		—
Accretion expense	43		59
Asset retirement obligation, end of period	$	2,103	$	2,475

Unconditional Purchase Obligations

The following table presents the Company's material, unrecognized purchase obligations as of the periods described:


Commitment	Consideration Type	Gross Commitment		March 31, 2024 (Successor)		Prior Predecessor / Successor Periods		Remaining Commitment
Asset purchase commitments	Cash	$	26,009	$	1,372	$	5,191	$	19,446
BHES JDA	Cash	70,000		3,438		11,868		54,694
BHES JDA	Share-Based	70,000		3,438		11,868		54,694
	Total	$	166,009	$	8,248	$	28,927	$	128,834

BHES JDA

The following table presents the costs associated with the BHES JDA included in the condensed consolidated statements of operations and comprehensive loss:



	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Cash expense	$	3,438	$	1,554
Membership interests issued	—		1,943
Class A OpCo Units issued	4,298		—
BHES JDA Bonus Share expense	610		2,688
Total research and development attributable to BHES JDA	$	8,346	$	6,185

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 15 — Income Taxes As of March 31, 2024 (Successor), the Company estimated its annual effective tax rate to be 8.11%, and recorded a deferred income tax benefit of $4,038 for the quarter. The annual effective tax rate varies from the statutory federal income tax rate due to amounts allocated to non-controlling interest, state income taxes and other permanent items. Tax Receivable Agreement - As of March 31, 2024 (Successor), the Company recorded a liability of $10,099 related to its projected obligations under the TRA, which is recorded as Tax Receivable Agreement liability in the condensed consolidated balance sheets. This obligation arose because of qualifying exchanges of Class A OpCo Units that occurred during the period from July 1, 2023 through March 31, 2024.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (11,421)	$ (17,067)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information; however, certain information or footnote disclosures normally included in complete financial statements prepared in accordance with US GAAP may have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In management's opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements for the year ended December 31, 2023 and include all adjustments, which consist of only normal and recurring adjustments, necessary for fair statement. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with the annual financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024.
Consolidation	In the opinion of the Company’s management, the Company’s significant accounting policies used for the three months ended March 31, 2024, unless otherwise noted below are consistent with those used for the fiscal year ended December 31, 2023. Accordingly, reference Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”) for the Company’s significant accounting policies.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. The estimates, judgments and assumptions made by the Company when accounting for items and matters such as, but not limited to, depreciation, amortization, asset valuations and share-based compensation were based on information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, as well as amounts reported on the condensed consolidated statements of operations and comprehensive loss during the periods presented. Actual results could differ from those estimates.
Reclassification	Reclassification Certain immaterial prior period amounts have been reclassified to conform to current period presentation.
Accounting Standards Not Yet Adopted	Accounting Standards Not Yet Adopted During December 2023, the Financial Accounting Standards Board issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires public business entities to provide annually a tabular reconciliation of the reported income tax expense (or benefit) from continuing operations to the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate using specified categories and to disclose separately reconciling items within certain categories with absolute values equal to or greater than five percent of the product of the income (or loss) from continuing operations before tax and the applicable statutory tax rate. Additionally, ASU 2023-09 requires a public business entity to disclose the year-to-date amount of income taxes paid, net of refunds received, to federal, state and foreign jurisdictions. If a payment to a single federal, state or foreign jurisdiction equals or exceeds five percent of total income taxes paid, ASU 2023-09 requires separate disclosure of that payment. Finally, ASU 2023-09 requires a public business entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign jurisdictions and to disclose income tax expense (or benefit) from continuing operations disaggregated between federal, state and foreign jurisdictions. ASU 2023-09 removes the requirement to disclose the nature and estimate of the range of reasonably possible increases or decreases in the unrecognized tax benefits balance in the next 12 months, or to make a statement that an estimate of the range cannot be made. ASU 2023-09 is effective for the Company for calendar years beginning after December 15, 2025. Early adoption is permitted. The Company is evaluating the effect ASU 2023-09 will have on its consolidated financial statements.
Net Loss per Unit and Net Loss per Share	Successor Period For the purposes of the diluted earnings per share calculation, Warrants, Earnout Shares, BHES Bonus Shares (as defined in Note 12), unvested Class A OpCo Units and the potential conversion of vested OpCo Units are excluded from the net loss per share calculation for the three months ended March 31, 2024 (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. Predecessor Period

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table presents the Company's goodwill included in the condensed consolidated balance sheets:


Goodwill at December 31, 2023 (Successor)	$	423,920
Measurement Adjustments	—
Goodwill at March 31, 2024 (Successor)	$	423,920

Schedule of Finite-Lived Intangible Assets

Definite Lived Intangible Assets

The following tables summarize the Company's definite lived intangible assets included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Developed technology, gross	$	1,345,000	$	1,345,000
Accumulated amortization	(54,547)		(37,735)
Developed technology, net	$	1,290,453	$	1,307,265

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table presents estimated amortization expense for the next five years and thereafter:


Remainder of 2024	$	50,438
2025	67,250
2026	67,250
2027	67,250
2028	67,250
2029	67,250
2030 and thereafter	903,765
Total	$	1,290,453

Property, Plant, and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The following table summarizes the key classifications of property, plant and equipment included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Furniture and equipment, gross	$	328	$	320
Demonstration Plant, gross	89,239		89,239
Construction in progress	21,853		14,443
Total property, plant and equipment, gross	111,420		104,002
Accumulated depreciation	(10,321)		(7,146)
Total property, plant and equipment, net	$	101,099	$	96,856

Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following components included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Accrued incentive compensation	$	819	$	2,016
Accrued cash-based expense of BHES JDA	3,438		3,669
Accrued legal service provider fees	241		160
Accrued capital expenditures	1,721		3,605
Other accrued liabilities	992		1,465
Total accrued liabilities	$	7,211	$	10,915

Revenue and Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Disaggregation of Revenue

The following table disaggregates the revenue included in the condensed consolidated statements of operations and comprehensive loss into its major components:


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Feasibility studies	$	—	$	50
Test data sales	—		—
Testing services	—		—
Total revenue	$	—	$	50

Schedule of Accounts, Notes, Loans and Financing Receivable

Accounts receivable, net consist of the following balances included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Accounts receivable, gross	$	—	$	58
Allowance for credit losses	—		—
Accounts receivable, net	$	—	$	58

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Related Party Transactions

The following table summarizes the related party amounts included in the condensed consolidated balance sheets:


	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Amounts due to related parties under master services agreements	$	302	$	142

The following table summarizes the related party transactions included in the condensed consolidated statements of operations and comprehensive loss:


	Three months ended
	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)



Master services agreement administrative costs	$	26	$	34
Engineering support provided by former board member	—		76

General and administrative – related party	$	26	$	110

Master services agreement costs for Demonstration Plant	$	267	$	278
BHES JDA	—		6,186
Research and development – related party	$	267	$	6,464

Investments (Tables)

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Debt Securities, Available-for-Sale

The following table presents the Company's available-for-sale investments included in the condensed consolidated balance sheets


	March 31, 2024
Current assets	Amortized Cost		Unrealized Gain (Loss)		Fair Value
Corporate bonds	$	9,900	$	78	$	9,978
Commercial paper	23,641		199		23,840
U.S. treasuries	35,214		158		35,372
Total	$	68,755	$	435	$	69,190

Long-term assets	Amortized Cost		Unrealized Gain (Loss)		Fair Value
Corporate bonds	$	2,900	$	30	$	2,930

U.S. treasuries	24,666		197		24,863
Total	$	27,566	$	227	$	27,793

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring Basis


	Level	March 31, 2024 (Successor)		December 31, 2023 (Successor)
Assets
Available-for-sale investments 1	1	$	96,983	$	—
Short-term investments	2	100,000		100,000
Total assets		$	196,983	$	100,000

Liabilities
Public Warrants	1	$	25,004	$	18,969
Private Placement Warrants	3	45,017		36,951
Earnout Shares	3	2,147		1,671

Total liabilities		$	72,168	$	57,591

___________

(1) $27,793 of these investments are classified as long-term on our consolidated balance sheet.

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation


	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Balance of recurring level 3 liabilities at beginning of period	$	38,622	$	5,174
Change in Earnout Shares liability and Warrant liability	8,542		—


Payments	—		(5,174)
Balance of recurring level 3 liabilities at end of period	$	47,164	$	—

Net Loss per Share/Unit (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Based on the amounts outstanding at March 31, 2024 (Successor), the Company

excluded the following financial instruments from the computation of diluted net loss per unit because their inclusion would be anti-dilutive:


Anti-Dilutive Instrument						March 31, 2024 (Successor)
Public Warrants						8,622,235
Private Placement Warrants						10,900,000
Earnout Shares						328,925
BHES Bonus Shares						2,068,416
Unvested Class A OpCo Units						848,415
Vested Class A OpCo Units						141,274,719
Unvested RSU's						504,421
Total						164,547,131

Based on the amounts outstanding as of March 31, 2023 (Predecessor), the Company excluded the following positions 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						March 31, 2023 (Predecessor)
Unvested profits interests						226,494
Member loan share options						—
Occidental Petroleum share options						—
Total						226,494

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 three months ended March 31, 2024 (Successor):


	Class A Common Stock
Numerator
Net loss	$	(41,632)
Net loss attributable to shareholders	$	(11,422)
Denominator
Weighted-average number shares outstanding, basic and diluted	71,895
Net loss per share attributable to shareholders, basic and diluted	$	(0.16)

The following table sets forth the computation of the Company's basic and diluted net loss per unit for the three months ended March 31, 2023 (Predecessor):


	March 31, 2023 (Predecessor)
Numerator
Net loss	$	(17,067)
Net loss attributable to membership interest holders	$	(17,067)
Denominator
Weighted-average number membership interests outstanding, basic and diluted	3,748
Net loss per unit attributable to membership interest holders, basic and diluted	$	(4.55)

Shareholders' Equity and Non-Controlling Interest (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule Of Comprehensive Loss Attributable To Non-Redeemable And Redeemable Non-Controlling Interest

The table below demonstrates the calculation of net loss before income tax attributable to redeemable non-controlling interest holders for the three months ended March 31, 2024 (Successor):


	March 31, 2024 (Successor)
Net Loss before income tax	$	(45,670)
Redeemable non-controlling interest percentage — Class A OpCo Units	66.2		%
Net Loss before income tax attributable to Class A OpCo Units	$	(29,773)

Share-Based Payments (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Option, Activity


	Quantity		Calculated Value
	March 31, 2024 (Successor)	March 31, 2023 (Predecessor)	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Unvested, beginning of period	848,415	226,494	$	5.21	$	63.25
Granted	—	—	$	—	$	—
Forfeited	—	—	$	—	$	—
Vested	—	—	$	—	$	—
Accelerated	—	—	$	—	$	—
Unvested, end of period	848,415	226,494	$	5.21	$	63.25

Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

The following table presents a summary of RSU's outstanding, granted, forfeited, vested and accelerated during the three months ended March 31, 2024 (Successor):


	Quantity	Fair Value

Unvested, beginning of period	443,221		$	13.13
Granted	71,200		$	9.26
Forfeited	—		$	—
Vested	—		$	—
Accelerated	(10,000)		$	13.23
Unvested, end of period	504,421		$	12.85

Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award

payment for services rendered by BHES under the terms of the BHES JDA during the three-month periods described below:


	Quantity		Total Fair Value
	March 31, 2024 (Successor)	March 31, 2023 (Predecessor)	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)		Equivalent Value per Unit or per Share (1)
Membership Interests	—	9,210	$	—	$	1,943	$	168.75
Class A OpCo Units	650,248	—	4,298		—		$	5.29
Class B Common Stock	650,248	—	—		—		$	—
Total			$	4,298	$	1,943

___________

(1) The Equivalent Value per Unit is the discounted price per membership interest or per share stipulated in the BHES JDA.

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
BHES JDA - variable share-based payments	January 2027	$	21,777	$	5,568	$	27,345

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Lessee, Operating Lease, Liability, to be Paid, Maturity

The following table presents the future minimum lease payments that the Company expects to make under its operating leases as of March 31, 2024 (Successor):


Year	Future Minimum Lease Payments
2024	$	379
2025	517
2026	531
2027	544
2028	511
2029 and thereafter	—

Total	$	2,482

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Change in Asset Retirement Obligation

The following table reconciles the beginning and ending balances of the asset retirement obligation as of the dates presented:


	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Asset retirement obligation, beginning of period	$	2,060	$	2,416
Obligation incurred	—		—
Accretion expense	43		59
Asset retirement obligation, end of period	$	2,103	$	2,475

Long-Term Purchase Commitment

The following table presents the Company's material, unrecognized purchase obligations as of the periods described:


Commitment	Consideration Type	Gross Commitment		March 31, 2024 (Successor)		Prior Predecessor / Successor Periods		Remaining Commitment
Asset purchase commitments	Cash	$	26,009	$	1,372	$	5,191	$	19,446
BHES JDA	Cash	70,000		3,438		11,868		54,694
BHES JDA	Share-Based	70,000		3,438		11,868		54,694
	Total	$	166,009	$	8,248	$	28,927	$	128,834

Equity Method Investments

The following table presents the costs associated with the BHES JDA included in the condensed consolidated statements of operations and comprehensive loss:



	March 31, 2024 (Successor)		March 31, 2023 (Predecessor)
Cash expense	$	3,438	$	1,554
Membership interests issued	—		1,943
Class A OpCo Units issued	4,298		—
BHES JDA Bonus Share expense	610		2,688
Total research and development attributable to BHES JDA	$	8,346	$	6,185

Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 423,920
Measurement Adjustments	0
Goodwill, ending balance	$ 423,920

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Total	$ 1,290,453
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Developed technology, gross	1,345,000	$ 1,345,000
Accumulated amortization	(54,547)	(37,735)
Total	$ 1,290,453	$ 1,307,265

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 16,812	$ 5

Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 50,438
2025	67,250
2026	67,250
2027	67,250
2028	67,250
2029	67,250
2030 and thereafter	903,765
Total	$ 1,290,453

Property, Plant, and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 111,420	$ 104,002
Accumulated depreciation	(10,321)	(7,146)
Total property, plant and equipment, net	101,099	96,856
Furniture and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	328	320
Demonstration Plant
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	89,239	89,239
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 21,853	$ 14,443

Property, Plant, and Equipment - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 3,176	$ 3,268

Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued incentive compensation	$ 819	$ 2,016
Accrued cash-based expense of BHES JDA	3,438	3,669
Accrued legal service provider fees	241	160
Accrued capital expenditures		3,605
Other accrued liabilities	992	1,465
Total accrued liabilities	$ 7,211	$ 10,915

Revenue and Accounts Receivable - Schedule of Revenue Streams (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 0	$ 50
Feasibility studies
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	0	50
Test data sales
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	0	0
Testing services
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 0	$ 0

Revenue and Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Receivables [Abstract]
Accounts receivable, gross	$ 0	$ 58
Allowance for credit losses	0	0
Accounts receivable, net	$ 0	$ 58

Revenue and Accounts Receivable - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Receivables [Abstract]
Bad debt expense	$ 0	$ 0

Related Party Transactions - Schedule of Related Party Balance Sheet Transactions (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Related Party Transaction [Line Items]
Due to related parties - current	$ 302	$ 142
Related Party
Related Party Transaction [Line Items]
Due to related parties - current	$ 302	$ 142	$ 142

Related Party Transactions - Statement Of Operations Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
BHES
Related Party Transaction [Line Items]
Research and development	$ 8,346	$ 6,185
Related Party
Related Party Transaction [Line Items]
General and administrative	26	110
Research and development	267	6,464
Related Party \| BHES
Related Party Transaction [Line Items]
Research and development	0	6,186
Related Party \| Master services agreement administrative costs
Related Party Transaction [Line Items]
General and administrative	26	34
Related Party \| Engineering support provided by former board member
Related Party Transaction [Line Items]
General and administrative	0	76
Related Party \| Master services agreement costs for Demonstration Plant
Related Party Transaction [Line Items]
Research and development	$ 267	$ 278

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Due to related parties	$ 302		$ 142
Related Party
Related Party Transaction [Line Items]
Due to related parties	302	$ 142	$ 142
General and administrative	26	110
Related Party \| Master services agreement administrative costs
Related Party Transaction [Line Items]
Related party, amounts of transaction	26	34
General and administrative	26	34
Related Party \| Master services agreement costs for Demonstration Plant
Related Party Transaction [Line Items]
Related party, amounts of transaction	267	278
Related Party \| Engineering support provided by former board member
Related Party Transaction [Line Items]
General and administrative	$ 0	$ 76

Investments - Narrative (Details) $ in Thousands	Mar. 31, 2024 USD ($) type_of_investment	Dec. 31, 2023 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Types of investments \| type_of_investment	2
Short-term investments	$ 100,000	$ 100,000
Interest receivable	373	1,942
Certificates of Deposit
Debt Securities, Available-for-Sale [Line Items]
Short-term investments	100,000	100,000
Interest receivable	$ 317	$ 1,886

Investments - Schedule of Available-For-Sale Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized cost, current	$ 68,755
Amortized cost, noncurrent	27,566
Unrealized gain (loss), current	435
Unrealized gain (loss), noncurrent	227
Investments in securities, available-for-sale	69,190	$ 0
Fair value, noncurrent	27,793	$ 0
Corporate bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized cost, current	9,900
Amortized cost, noncurrent	2,900
Unrealized gain (loss), current	78
Unrealized gain (loss), noncurrent	30
Investments in securities, available-for-sale	9,978
Fair value, noncurrent	2,930
Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Amortized cost, current	23,641
Unrealized gain (loss), current	199
Investments in securities, available-for-sale	23,840
U.S. treasuries
Debt Securities, Available-for-Sale [Line Items]
Amortized cost, current	35,214
Amortized cost, noncurrent	24,666
Unrealized gain (loss), current	158
Unrealized gain (loss), noncurrent	197
Investments in securities, available-for-sale	35,372
Fair value, noncurrent	$ 24,863

Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Short-term investments	$ 100,000	$ 100,000
Liabilities
Warrant liability	70,021	55,920
Earnout Shares liability	2,147	1,671
Fair value, noncurrent	27,793	0
Fair Value, Recurring
Assets
Total assets	196,983	100,000
Liabilities
Total liabilities	72,168	57,591
Level 1 \| Fair Value, Recurring
Assets
Available-for-sale investments	96,983	0
Level 1 \| Fair Value, Recurring \| Public Warrants
Liabilities
Warrant liability	25,004	18,969
Level 2 \| Fair Value, Recurring
Assets
Short-term investments	100,000	100,000
Level 3 \| Fair Value, Recurring
Liabilities
Earnout Shares liability	2,147	1,671
Level 3 \| Fair Value, Recurring \| Private Placement Warrants
Liabilities
Warrant liability	$ 45,017	$ 36,951

Fair Value Measurements - Reconciliation of Level 3 Fair Value of Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance of recurring level 3 liabilities at beginning of period	$ 38,622	$ 5,174
Change in Earnout Shares liability and Warrant liability	8,542	0
Payments	0	(5,174)
Balance of recurring level 3 liabilities at end of period	$ 47,164	$ 0
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in Earnout Shares liability and Warrant liability	Change in Earnout Shares liability and Warrant liability

Fair Value Measurements - Narrative (Details) $ in Thousands		3 Months Ended
	Feb. 03, 2022	Mar. 31, 2023 USD ($) option_holder shares	Mar. 31, 2024 yr
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Option liability, vesting period	1 year
Number of option holders \| option_holder		2
Stock issued during period, shares, conversion of convertible securities (in shares) \| shares		34,588
Proceeds from exercise of option liabilities \| $		$ 5,836
Loans
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Interest expense, debt \| $		$ 30
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			2.19
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			0.045
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			0.373
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 \| yr			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			0.042
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			11.39
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			0.381
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/Unit - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Successor) (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	164,547,131	226,494
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	8,622,235
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)	328,925
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 \| 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)	848,415
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)	141,274,719
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	504,421

Net Loss per Share/Unit - Schedule of Earnings Per Share, Basic, and Diluted, For Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator
Net loss	$ (11,421)	$ (17,067)
Net loss attributable to shareholders		$ (17,067)
Denominator
Weighted-average number shares outstanding, diluted (in shares)	71,894,553	3,748,476
Weighted-average number shares outstanding, basic (in shares)	71,894,553	3,748,476
Net loss per share attributable to shareholders, diluted (in dollars per share)	$ (0.16)	$ (4.55)
Net loss per share attributable to shareholders, basic (in dollars per share)	$ (0.16)	$ (4.55)
Class A Common Stock
Numerator
Net loss	$ (41,632)
Net loss attributable to shareholders	$ (11,422)
Denominator
Weighted-average number shares outstanding, diluted (in shares)	71,895,000
Weighted-average number shares outstanding, basic (in shares)	71,895,000
Net loss per share attributable to shareholders, diluted (in dollars per share)	$ (0.16)
Net loss per share attributable to shareholders, basic (in dollars per share)	$ (0.16)

Net Loss per Share/Unit - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Predecessor) (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	164,547,131	226,494
Unvested 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)		226,494
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)		0
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)		0

Net Loss per Share/Unit - Schedule of Earnings Per Share, Basic and Diluted, For Membership Interests (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator
Net loss	$ (11,421)	$ (17,067)
Net loss attributable to shareholders		$ (17,067)
Denominator
Weighted-average number membership interests outstanding, basic (in shares)	71,894,553	3,748,476
Weighted-average number membership interests outstanding, diluted (in shares)	71,894,553	3,748,476
Net loss per unit attributable to membership interest holders, basic (in dollars per share)	$ (0.16)	$ (4.55)
Net loss per unit attributable to membership interest holders, diluted (in dollars per share)	$ (0.16)	$ (4.55)

Shareholders' Equity and Non-Controlling Interest - Narrative (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
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, outstanding (in shares)			3,763,224
Common stock, shares, issued (in shares)			3,763,224
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, outstanding (in shares)	71,970,052	71,277,906
Redeemable non-controlling interest percentage of common units	66.20%
Common stock, shares, issued (in shares)	71,970,052	71,277,906
Class A Common Stock \| OpCo
Class of Stock [Line Items]
Subsidiary, ownership percentage	33.80%
Class A Common Stock \| Common Stock
Class of Stock [Line Items]
Common stock, outstanding (in shares)	71,970,052	71,277,906
Redeemable non-controlling interests in subsidiary	140,624,471
Class B Common Stock
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, outstanding (in shares)	141,801,811	141,787,429
Common stock, shares, issued (in shares)	141,801,811	141,787,429
Class B Common Stock \| Common Stock
Class of Stock [Line Items]
Common stock, outstanding (in shares)	141,801,811	141,787,429
Redeemable non-controlling interests in subsidiary	6,967,050

Shareholders' Equity and Non-Controlling Interest - Summary of Calculation of Non-Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class of Stock [Line Items]
Net loss before income tax	$ (45,670)	$ (17,067)
Class A Common Stock
Class of Stock [Line Items]
Redeemable non-controlling interest percentage of common units	66.20%
Comprehensive loss attributable to common units	$ (29,773)

Share-Based Payments - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Jun. 08, 2023	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Remaining Compensation Cost		$ 5,568
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition		3 years
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Remaining Compensation Cost		$ 5,201
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition		3 years
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		(3,832)
Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Remaining Compensation Cost		$ 1,639
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 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
Omnibus Incentive Plan \| Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment, number of shares authorized (in shares)		504,421
Share-based payments, award vesting period		3 years
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

Share-Based Payments - Schedule of Equity Awards Activity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 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)	848,415
Granted (in shares)	0
Forfeited (in shares)	0
Redeemed (in shares)	0
Accelerated (in shares)	0
Unvested equity awards at the end of the period (in shares)	848,415
Unvested equity awards at the beginning of the period (in dollars per share)	$ 5.21
Granted (in dollars per share)	0
Forfeited (in dollars per share)	0
Redeemed (in dollars per share)	0
Accelerated (in dollars per share)	0
Unvested equity awards at the end of the period (in dollars per share)	$ 5.21
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)		226,494
Granted (in shares)		0
Forfeited (in shares)		0
Redeemed (in shares)		0
Accelerated (in shares)		0
Unvested equity awards at the end of the period (in shares)		226,494
Unvested equity awards at the beginning of the period (in dollars per share)		$ 63.25
Granted (in dollars per share)		0
Forfeited (in dollars per share)		0
Redeemed (in dollars per share)		0
Accelerated (in dollars per share)		0
Unvested equity awards at the end of the period (in dollars per share)		$ 63.25

Share-Based Payments - Schedule of Restricted Stock Unit Activity (Details) - Common Stock	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Unvested equity awards at the beginning of the period (in shares) \| shares	848,415
Granted (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Redeemed (in shares) \| shares	0
Accelerated (in shares) \| shares	0
Unvested equity awards at the end of the period (in shares) \| shares	848,415
Unvested equity awards at the beginning of the period (in dollars per share) \| $ / shares	$ 5.21
Granted (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Redeemed (in dollars per share) \| $ / shares	0
Accelerated (in dollars per share) \| $ / shares	0
Unvested equity awards at the end of the period (in dollars per share) \| $ / shares	$ 5.21
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Unvested equity awards at the beginning of the period (in shares) \| shares	443,221
Granted (in shares) \| shares	71,200
Forfeited (in shares) \| shares	0
Redeemed (in shares) \| shares	0
Accelerated (in shares) \| shares	(10,000)
Unvested equity awards at the end of the period (in shares) \| shares	504,421
Unvested equity awards at the beginning of the period (in dollars per share) \| $ / shares	$ 13.13
Granted (in dollars per share) \| $ / shares	9.26
Forfeited (in dollars per share) \| $ / shares	0
Redeemed (in dollars per share) \| $ / shares	0
Accelerated (in dollars per share) \| $ / shares	13.23
Unvested equity awards at the end of the period (in dollars per share) \| $ / shares	$ 12.85

Share-Based Payments - Schedule of Share-Based Payments Issued to BHES (Details) - BHES - BHES JDA - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Quantity
Membership Interests (in shares)	0	9,210
Total Fair Value
Membership Interests	$ 0	$ 1,943
Stock issued during period, value, issued for services	$ 4,298	$ 1,943
Membership interests, fair value or equivalent value per unit (in dollars per share)	$ 168.75
Class A Common Stock
Quantity
Stock issued during period, shares, issued for services (in shares)	650,248	0
Total Fair Value
Stock issued during period, value, issued for services	$ 4,298	$ 0
Share-based compensation, common stock, fair value or equivalent value per unit (in dollars per share)	$ 5.29
Class B Common Stock
Quantity
Stock issued during period, shares, issued for services (in shares)	650,248	0
Total Fair Value
Stock issued during period, value, issued for services	$ 0	$ 0
Share-based compensation, common stock, fair value or equivalent value per unit (in dollars per share)	$ 0

Share-Based Payments - Schedule of Compensation Payable to BHES (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Share-Based Payment Arrangement [Abstract]
Compensation Cost Incurred To Date	$ 21,777
Remaining Compensation Cost	5,568
Total Compensation Cost	$ 27,345

Leases - Narrative (Details) $ in Thousands		3 Months Ended
Leases - Narrative (Details) $ in Thousands	Mar. 08, 2024 period	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Feb. 28, 2024	Dec. 31, 2023 USD ($)	Oct. 06, 2023	Jun. 06, 2022
Lessee, Lease, Description [Line Items]
Operating lease, cost		$ 128	$ 49
Lessee, operating lease, discount rate							8.00%
Operating lease right-of-use assets		2,120			$ 2,212
Measurement Building Lease
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract							60 months
Roney St. Lease
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract						62 months
Operating lease, liability		2,092
Operating lease right-of-use assets		$ 1,974
Operating lease, early termination, term		50 months
Atlas Tower Lease
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract				68 months
Operating lease, early termination, term		44 months
Land
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	60 months
Lessee, operating lease, number of extension periods \| period	3
Lessee, operating lease, renewal term	10 years

Leases - Schedule of Future Minimum Lease Payments (Details) - Roney St. Lease $ in Thousands	Mar. 31, 2024 USD ($)
Lessee, Lease, Description [Line Items]
2024	$ 379
2025	517
2026	531
2027	544
2028	511
2030 and thereafter	0
Total	$ 2,482

Commitments and Contingencies - Reconciliation of Asset Retirement Obligations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Asset retirement obligation, beginning of period	$ 2,060	$ 2,416
Obligation incurred	0	0
Accretion expense	43	59
Asset retirement obligation, end of period	$ 2,103	$ 2,475

Commitment and Contingencies - Schedule of Unconditional Purchase Obligations (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Unrecorded Unconditional Purchase Obligation [Line Items]
Gross Commitment	$ 166,009
Unrecorded unconditional purchase obligation, recognized in current period	8,248	$ 28,927
Remaining Commitment	128,834
Asset purchase commitments \| Cash
Unrecorded Unconditional Purchase Obligation [Line Items]
Gross Commitment	26,009
Unrecorded unconditional purchase obligation, recognized in current period	1,372	5,191
Remaining Commitment	19,446
Joint Development Agreements, Paid In Cash
Unrecorded Unconditional Purchase Obligation [Line Items]
Gross Commitment	70,000
Unrecorded unconditional purchase obligation, recognized in current period	3,438	11,868
Remaining Commitment	54,694
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	3,438	$ 11,868
Remaining Commitment	$ 54,694

Commitments and Contingencies - Schedule of Unrecognized Purchase Commitments (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Other Commitments [Line Items]
Gross Commitment	$ 166,009
Unrecorded unconditional purchase obligation, recognized in current period	8,248	$ 28,927
Remaining Commitment	128,834
Joint Development Agreements, Paid In Cash
Other Commitments [Line Items]
Gross Commitment	70,000
Unrecorded unconditional purchase obligation, recognized in current period	3,438	11,868
Remaining Commitment	54,694
Joint Development Agreements, Paid In Share-Based Payments
Other Commitments [Line Items]
Gross Commitment	70,000
Unrecorded unconditional purchase obligation, recognized in current period	3,438	11,868
Remaining Commitment	54,694
Cash \| Asset purchase commitments
Other Commitments [Line Items]
Gross Commitment	26,009
Unrecorded unconditional purchase obligation, recognized in current period	1,372	$ 5,191
Remaining Commitment	$ 19,446

Commitments and Contingencies - Schedule of Costs Associated with JDA (Details) - BHES - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Other Commitments [Line Items]
Cash expense	$ 3,438	$ 1,554
BHES JDA Bonus Share expense	610	2,688
Research and development	8,346	6,185
Membership Interests
Other Commitments [Line Items]
Class A OpCo Units issued	0	1,943
Common Stock
Other Commitments [Line Items]
Class A OpCo Units issued	$ 4,298	$ 0

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	8.11%
Income tax expense (benefit)	$ (4,038)	$ 0
Tax receivable agreement, liability	$ 10,099		$ 8,937

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