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Share-Based Payments | 6 Months Ended
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Jun. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Share-Based Payments | NOTE 12 — Share-Based Payments OpCo Unit Awards (Predecessor and Successor) As of June 30, 2024 (Successor), there was $1,059 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 for the following periods:
|  | Quantity |  | Calculated Value
|  | January 1 - June 30, 2024 (Successor) |  | June 8 - June 30, 2023 (Successor) |  |  | January 1 - June 7, 2023 (Predecessor) |  | January 1 - June 30, 2024 (Successor) |  | June 8 - June 30, 2023 (Successor) |  |  | January 1 - June 7, 2023 (Predecessor)
Unvested, beginning of period |  | 848,415 |  | 1,895,179 |  |  | 226,494 |  | $ | 5.21 |  |  | $ | 13.06 |  |  |  | $ | 63.25 |
Granted |  | — |  | — |  |  | — |  | $ | — |  |  | $ | — |  |  |  | $ | — |
Forfeited |  | — |  | (324,625) |  |  | — |  | $ | — |  |  | $ | 10.82 |  |  |  | $ | — |
Vested |  | (570,675) |  | — |  |  | (107,418) |  | $ | 4.99 |  |  | $ | — |  |  |  | $ | 63.18 |
Accelerated |  | (36,070) |  | (451,356) |  |  | — |  | $ | 5.66 |  |  | $ | 15.05 |  |  |  | $ | — |
Unvested, end of period |  | 241,670 |  | 1,119,198 |  |  | 119,076 |  | $ | 6.50 |  |  | $ | 12.91 |  |  |  | $ | 63.32 |
Restricted Stock Units (Successor) During the period from January 1, 2024 through June 30, 2024 (Successor), there were 520,605 restricted stock units (“RSU”) awarded under the terms of the NET Power Inc. 2023 Omnibus Incentive Plan. As of June 30, 2024 (Successor), there was $9,050 of unrecognized share-based compensation expense related to unvested RSUs, which the Company expects to recognize over a weighted average period of three years. Generally, RSUs granted to employees and the majority of executives either cliff-vest on the three-year anniversary date of the grant or vest ratably on each anniversary of the date of grant over a three-year period. Annual awards granted to independent directors cliff-vest on the first anniversary of each award's grant date. Additionally, there were 1,257,467 RSUs awarded to certain legacy employees as permitted by the business combination agreement (the “Make-Whole Awards”). These RSUs vest upon occurrence of the following events, which we classify as performance conditions: (i) commercial operations achieved by the Company’s first utility-scale power plant, and (ii) a fully-executed license agreement and final investment decision achieved for another utility-scale power plant. The Make Whole Awards expire ten years from the grant date. The Company will record compensation expense related to the Make-Whole Awards from the date the performance conditions are considered probable through the expected vesting dates. As of June 30, 2024 (Successor), the performance conditions are not considered probable, therefore, no compensation cost has been recognized related to the Make-Whole Awards. The following table presents a summary of RSU activity during the period from January 1, 2024 through June 30, 2024 (Successor):
|  | Quantity |  | Fair Value
Unvested, beginning of period |  | 443,221 |  |  | $ | 13.13 |  |
Granted |  | 1,778,072 |  |  | $ | 11.11 |  |
Forfeited |  | (15,361) |  |  | $ | 12.27 |  |
Vested |  | — |  |  | $ | — |  |
Accelerated |  | (14,875) |  |  | $ | 12.91 |  |
Unvested, end of period |  | 2,191,057 |  |  | $ | 11.60 |  |
Performance Stock Units (Successor) On April 2, 2024, there were 127,710 PSUs awarded to certain executives in which the vesting occurs upon the achievement of specific market-based conditions related to the Company's financial performance over a three-year period, modified based on the Company's Relative Total Shareholder Return (“TSR”) and subject to final vesting based on the participant’s continued employment through the end of the requisite service period. The amount of awards that will ultimately vest for the PSU can range from 0% to 200% based on the TSR calculated over a three year period. The fair value of the PSUs was determined using the Monte Carlo Simulation model and is being expensed over the three-year vesting period. The assumptions used to calculate the fair value of these awards were:
Weighted average expected life | 3 years
Risk-free interest rates | 4.4 | %
Expected volatility | 68.0 | %
The following table p resents a summary of PSU activity as of June 30, 2024 and the changes during the period from January 1, 2024 through June 30, 2024 (Successor):
|  | Quantity |  | Fair Value
Unvested, beginning of period |  | — |  |  | $ | — |  |
Granted |  | 127,710 |  |  | 16.24 |  |
Forfeited |  | — |  |  | — |  |
Vested |  | — |  |  | — |  |
Unvested, end of period |  | 127,710 |  |  | $ | 16.24 |  |
As of June 30, 2024 (Successor), there was $1,905 of unrecognized share-based compensation expense related to unvested PSUs. Stock Options (Successor) On April 2, 2024, the Company granted stock options to its Chief Executive Officer to purchase 2,459,893 shares of common stock of the Company with an exercise price o f $11.30 per share and an expiration date of April 2, 2034. The stock options vest and become exercisable upon satisfaction of the following performance and market conditions: (i) commercial operations achieved by the Company’s first utility-scale power plant, (ii) a fully-executed license agreement and final investment decision achieved for another utility-scale power plant, and (iii) a closing share price above $30 per share for 60 consecutive trading days (or the equivalent when adjusted for any stock splits, reverse stock splits, and cumulative dividends paid per share until the vesting date). The Company will recognize compensation expense from the date the performance conditions become probable through the expected vesting date. As of June 30, 2024 (Successor), the performance conditions are not considered probable; therefore, no expense has been recognized related to these stock options. The grant date fair value of stock options granted was $20,958 and was estimated using the Monte Carlo Simulation model. The fair value of the Company’s stock option grants was estimated utilizing the following assumptions:
Weighted average expected life | 3.35 years
Risk-free interest rates | 4.27 | %
Expected volatility | 80 | %
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 7). 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 payment for services rendered by BHES under the terms of the BHES JDA during the periods described below:
|  | Quantity |  | Total Fair Value |  |
|  | January 1 - June 30, 2024 (Successor) |  | June 8 - June 30, 2023 (Successor) |  |  | January 1 - June 7, 2023 (Predecessor) |  | January 1 - June 30, 2024 (Successor) |  | June 8 - June 30, 2023 (Successor) |  |  | January 1 - June 7, 2023 (Predecessor) |  | Equivalent Value per Unit or per Share (1)
Membership Interests |  | — |  | — |  |  | 9,210 |  | $ | — |  |  | $ | — |  |  |  | $ | 1,943 |  |  | $ | 168.75 |
Class A OpCo Units |  | 1,592,425 |  | 22,447 |  |  | 296,160 |  | 10,526 |  |  | 148 |  |  |  | 1,958 |  |  | $ | 5.29 |
Class B Common Stock |  | 1,592,425 |  | 22,447 |  |  | 296,160 |  | — |  |  | — |  |  |  | — |  |  | $ | — |
Total |  |  |  |  |  |  |  |  | $ | 10,526 |  |  | $ | 148 |  |  |  | $ | 3,901 |  |  |
___________ (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 $5,079 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 |  | $ | 22,387 |  |  | $ | 4,958 |  |  | $ | 27,345 |
Additionally, BHES received 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 disclosures related to the BHES JDA.

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