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Share-Based Payments | 9 Months Ended
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Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Share-Based Payments | Share-Based Payments OpCo Unit Awards - As of September 30, 2023 (Successor), there was $3,300 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 3 years. As of December 31, 2022 (Predecessor), there was $9,312 of unrecognized share-based compensation expense related to unvested equity awards granted under previous programs, which the Company expects to recognize over a weighted average period of 1 year. The following table presents a summary of employee equity awards comprised of Class A OpCo Units and a corresponding quantity of shares of Class B Common Stock outstanding, granted, forfeited, vested on an accelerated basis and redeemed during the current year-to-date:
|  | Quantity |  | Calculated Value
|  | Period from June 8 - September 30, 2023 (Successor) | Period from January 1 - June 7, 2023 (Predecessor) |  | Period from June 8 - September 30, 2023 (Successor) | Period from January 1 - June 7, 2023 (Predecessor)
Unvested, beginning of period |  | 1,895,122 | 226,494 |  | $ | 4.95 |  | $ | 63.25 |
Granted |  | — | — |  | $ | — |  | $ | — |
Forfeited |  | (324,568) | — |  | $ | 5.66 |  | $ | — |
Vested |  | — | (107,418) |  | $ | — |  | $ | 63.18 |
Accelerated |  | (598,032) | — |  | $ | 4.32 |  | $ | — |
Unvested, end of period |  | 972,522 | 119,076 |  | $ | 4.45 |  | $ | 63.32 |
Omnibus Incentive Plan and RSU's - In conjunction with the Business Combination, the Company's board of directors and RONI's shareholders approved the 2023 Omnibus Incentive Plan. The 2023 Omnibus Incentive Plan initially reserves 20,468,545 shares of Class A Common Stock for issuance as equity awards. The quantity of shares of Class A Common Stock reserved for grant under the 2023 Omnibus Incentive Plan will be subject to an annual increase on the first day of each calendar year beginning January 1, 2024, and ending and including January 1, 2033, equal to the lesser of (i) 5% of the aggregate number of shares outstanding on December 31 of the immediately preceding calendar year and (ii) any such smaller number of shares as is determined by the Board. During the period from July 1, 2023 through September 30, 2023 (Successor), the Company authorized the issuance of 440,424 RSU's to its executive employees, non-executive employees and non-employee independent directors under the terms of the Omnibus Incentive Plan. As of September 30, 2023 (Successor), there was $5,491 of unrecognized share-based compensation expense related to unvested RSU's, which the Company expects to recognize over a weighted average period of 3 years The following table presents a summary of RSU's outstanding, granted, forfeited, vested on an accelerated basis and redeemed during the current year-to-date:
|  | Quantity |  | Fair Value
|  | Period from June 8 - September 30, 2023 (Successor) | Period from January 1 - June 7, 2023 (Predecessor) |  | Period from June 8 - September 30, 2023 (Successor) | Period from January 1 - June 7, 2023 (Predecessor)
Unvested, beginning of period |  | — | — |  | $ | — |  | $ | — |
Granted |  | 440,424 | — |  | $ | 13.43 |  | $ | — |
Forfeited |  | — | — |  | $ | — |  | $ | — |
Vested |  | — | — |  | $ | — |  | $ | — |
Accelerated |  | — | — |  | $ | — |  | $ | — |
Unvested, end of period |  | 440,424 | — |  | $ | 13.43 |  | $ | — |
Awards granted to employees and the majority of executives cliff-vest at the end of the grant's three-year anniversary date. 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. Replacement Awards - Pursuant to the Business Combination Agreement (Note C), the Company agreed to amend the settlement provisions of certain unvested, outstanding profits interests previously issued by NET Power, LLC (the “Replacement Awards”). Unvested Replacement Awards that would have originally settled into NET Power, LLC membership interests will now settle into Class A OpCo Units and a corresponding number of shares of Class B Common Stock. The number of Class A OpCo Units and shares of Class B Common Stock into which the Replacement Awards will settle is calculated so that the settlement value approximates the value of NET Power, LLC membership interests into which the profits interests would have settled. The Replacement Awards will continue to vest over the original applicable service periods and are subject to the same performance conditions as the profits interests. Accelerated Vesting & Forfeiture of Certain Profits Interests - Also pursuant to the Business Combination Agreement, the Company agreed to accelerate the vesting of certain unvested profits interests upon completion of the Business Combination. The Business Combination resulted in the immediate vesting of 30,000 profits interests, which equated to 451,356 Class A OpCo Units and a corresponding number of shares of Class B Common Stock, that generated $1,624 in compensation cost, which was directly attributed to the transaction on June 8, 2023. The expense generated by the accelerated vesting of certain profits interests is recorded in General and administrative - related party within the June 8 through September 30, 2023 (Successor) period of the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Business Combination resulted in the forfeiture of 30,000 unvested profits interests, which equated to 324,625 Class A OpCo Units and a corresponding number of shares of Class B Common Stock. This forfeiture did not affect the compensation expense recorded in the Consolidated Statements of Operations and Comprehensive Loss because the awards were unvested at the time of forfeiture. JDA - The following table presents the quantity and value of equity issued to BHES as payment for costs incurred pursuant to the Original JDA and the Amended & Restated JDA (Note N). The portion of Original JDA and Amended and Restated JDA costs that the Company pays with Class A OpCo Units and shares of Class B Common Stock is recorded within additional paid in capital on the Consolidated Balance Sheets and the Consolidated Statement of Shareholders' Equity and Non-Controlling Interest. The Equivalent Value per Unit displays the discounted price per membership interest or per share stipulated in the Original JDA and the Amended and Restated JDA. The Total Fair Value columns display the fair value of shares distributed as payment for services rendered by BHES under the terms of the Original JDA and the Amended and Restated JDA.
|  | Quantity |  | Total Fair Value |  |
|  | Period from June 8 - September 30, 2023 (Successor) | Period from January 1 - June 7, 2023 (Predecessor) |  | Period from June 8 - September 30, 2023 (Successor) | Period from January 1 - June 7, 2023 (Predecessor) |  | Equivalent Value per Unit or per Share
Membership Interests |  | — | 9,210 |  | $ | — |  | $ | 1,943 |  |  | $ | 168.75 |
Class A OpCo Units |  | 542,324 | 296,160 |  | 3,585 |  | 1,958 |  |  | $ | 5.29 |
Class B Common Stock |  | 542,324 | 296,160 |  | — |  | — |  |  | $ | — |
Total |  |  |  |  | $ | 3,585 |  | $ | 3,901 |  |  |
Shares used as payment under the terms of the Amended and Restated JDA are issued at a discount expected to cause a total loss of approximately $17,500 to the Company. The Company has incurred inception-to-date losses of $2,053 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 the Demonstration Plant. The Company determined that BHES's achievement of each of these milestones is probable in accordance with ASC 718's guidance; therefore, the Company recognizes the compensation cost associated with milestone share-based payments ratably over the expected service period. The following table disaggregates the variable compensation payable to BHES should it meet its milestone objectives:
|  | Performance Period End Date | Compensation Cost Incurred To Date | Remaining Compensation Cost | Total Compensation Cost
JDA - variable share-based payments |  | January, 2027 | $ | 20,557 |  | $ | 6,788 |  | $ | 27,345 |
Additionally, BHES received 47,000 membership interests that converted into 1,500,265 Class A OpCo Units and a corresponding number of shares of Class B Common Stock in conjunction with the consummation of the Business Combination (Note C).Reference Note N for additional quantitative disclosures related to the Original JDA and the Amended and Restated JDA

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