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Business Combination | 9 Months Ended
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Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Business Combination | Business Combination RONI, a Cayman Islands exempted company, was organized as a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 18, 2021, RONI completed its IPO, generating gross proceeds of approximately $345,000. The net proceeds from the IPO were subsequently placed in a trust account for the intended purpose of consummating a business combination. On December 13, 2022, NET Power, LLC entered into a Business Combination Agreement with RONI, RONI Holdings, Buyer and Merger Sub. On 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 renamed itself NET Power Operations LLC and RONI renamed itself NET Power Inc. upon completion of the Business Combination. The Business Combination resulted in an umbrella partnership, C corporation or “Up-C” structure. Immediately prior to the execution of the Business Combination Agreement, RONI OpCo represented a VIE in accordance with ASC 810’s guidance; therefore, RONI represented the accounting acquirer within the Business Combination structure. The Company elected push-down accounting for the Business Combination and recorded the push-down entries at RONI OpCo. As a result of the Business Combination, the Company's financial statement presentation distinguishes NET Power, LLC as the "Predecessor" through June 7, 2023. NET Power Inc. is the "Successor" for periods after the Closing Date. Revenue and earnings from the date of the Business Combination to period-end are shown as the "Successor" period on the Consolidated Statements of Operations and Comprehensive Loss. As a result of the application of the acquisition method of accounting in the Successor Period, the consolidated financial statements for the Successor Period are presented on a full step-up basis; therefore, Successor Period consolidated financial statements are not comparable to the consolidated financial statements of the Predecessor Period, which are not presented on the same full step-up basis. The result of the Business Combination generated the following financial results: •The Business Combination generated $121,883 of expenses, including $16,021 of acquirer expenses recorded “on-the-line” because they would not have been incurred had the Business Combination not closed. •In contemplation of the Business Combination, the Company modified certain outstanding profits interests awards, a portion of which vested during the pre-combination period. The Company included $325 of previously vested, modified Profits Interests issued to the award recipient as consideration transferred to sellers. •Certain outstanding Profits Interests, which were not modified in contemplation of the Business Combination, that vested during the pre-combination period and that were issued to recipients as part of the Business Combination were included in consideration transferred to sellers. The total fair value of previously vested, unmodified Profits Interests included in consideration transferred to sellers equaled $651. •All outstanding NET Power, LLC member interests converted into 136,073,365 vested Class A OpCo Units and a corresponding number of vested shares of Class B Common Stock, 1,119,198 unvested Class A OpCo Units and 1,119,198 unvested shares of Class B Common Stock upon completion of the Business Combination. •The Company registered and issued 67,352,271 shares of Class A Common Stock on the NYSE. •The Company recorded 8,624,974 Public Warrants exercisable into 8,624,974 shares of Class A Common Stock at a price of $11.50 per share. The Company may redeem the Public Warrants for $0.01 if the last reported trading price of the Company's Class A Common Stock price equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period. Additionally, the Public Warrants may be redeemed if the last reported trading price of the Company's Class A Common Stock equals or exceeds $10.00 and is below $18.00 by paying a make-whole premium. The Public Warrants expire 5 years after the Closing Date. •The Company recorded 10,900,000 Private Placement Warrants, which are exercisable for 10,900,000 shares of Class A Common Stock at a price of $11.50 per share. The Private Placement Warrants expire 5 years after the Closing Date. The Private Placement Warrants are exercisable on a cashless basis and are non-redeemable as long as they are held by the initial purchasers or their permitted transferees. The Private Placement Warrants and Class A Common Stock issuable upon exercise of the Private Placement Warrants are entitled to registration rights. •The Company recorded $71,459 of deferred tax liabilities, which represent the difference between NET Power Inc.’s tax basis and its US GAAP basis in OpCo, with an offsetting entry to goodwill. The basis difference is primarily attributable to the Company's developed technology and its Demonstration Plant asset. •The Company received $661,623 of cash from trust net of certain expenses paid on the Closing Date. During the period from July 1, 2023 through September 30, 2023 (Successor) this cash earned $10,800 in interest revenue, which is reported as interest revenue on the Consolidated Statements of Operations and Comprehensive Loss. The Business Combination was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $1,786,259. The following table summarizes the total consideration transferred in the Business Combination:
Consideration Transferred |  | Total
Pre-combination vesting of modified profits interests |  | $ | 325 |
Pre-combination vesting of unmodified profits interests |  | 651 |
Consideration Transferred to Sellers |  | 976 |
Class A OpCo Units - non-controlling interests |  | 1,785,283 |
Fair value of total consideration transferred |  | $ | 1,786,259 |
The following table sets forth the fair value of the assets and liabilities assumed in connection with the Business Combination:
|  | Total
Assets Acquired |  |
Current Assets |  |
Cash |  | $ | 7,946 |
Prepaid expenses |  | 637 |
Other current assets |  | 30 |
Total Current Assets |  | 8,613 |
Long Term Assets |  |
Intangible assets, net |  | 1,345,000 |
Property, plant and equipment |  | 91,855 |
Right-of-use assets |  | 940 |
Total Long Term Assets |  | 1,437,795 |
Total Assets Acquired |  | $ | 1,446,408 |
Liabilities Assumed |  |
Current Liabilities |  |
Accounts payable |  | 2,574 |
Accrued liabilities |  | 7,370 |
Current lease liability |  | 137 |
Other current liabilities |  | 1 |
Total Current Liabilities |  | 10,082 |
Long Term Liabilities |  |
Deferred tax liability |  | 71,459 |
Asset retirement obligation |  | 1,967 |
Long term lease liability |  | 594 |
Total Long Term Liabilities |  | 74,020 |
Total Liabilities Assumed |  | 84,102 |
Total identifiable net assets |  | 1,362,306 |
Goodwill |  | 423,953 |
Net assets acquired |  | $ | 1,786,259 |
The purchase price allocation is subject to change during the measurement period, which will expire one year from the acquisition date. Pro-Forma Information - The following table presents pro forma information as if the Business Combination occurred as of January 1, 2022. The pro forma information reflects adjustments for additional amortization resulting from the fair value re-measurement of assets acquired and liabilities assumed, for alignment of accounting policies, and transaction expenses as if the Business Combination occurred on January 1, 2022. The pro forma results do not include any anticipated cost synergies or other effects of the combined Company. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the Business Combination been completed on the date indicated, nor are they indicative of the Company's future operating results.
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, 2023 | September 30, 2022 |  | September 30, 2023 | September 30, 2022
Pro forma revenue |  | $ | 125 |  | $ | 208 |  |  | $ | 175 |  | $ | 574 |
Pro forma net loss |  | (91,966) |  | (28,964) |  |  | (266,123) |  | (87,558) |
Pro forma net loss attributable to non-redeemable controlling interest |  | (29,981) |  | (9,442) |  |  | (86,756) |  | (28,544) |
Pro forma net loss attributable to non-redeemable non-controlling interests |  | (61,985) |  | (19,522) |  |  | (179,367) |  | (59,014) |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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