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Related Party Transactions | 6 Months Ended
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Jun. 30, 2025
Related Party Transactions [Abstract] |
Related Party Transactions | NOTE 13 — Related Party Transactions The following table summarizes the related party transactions included in the condensed consolidated statements of operations and comprehensive loss:
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
$ in thousands |  | 2025 |  | 2024 |  | 2025 |  | 2024
Master services agreement administrative costs |  | $ | 42 |  |  | $ | 27 |  |  | $ | 69 |  |  | $ | 52 |
General and administrative |  | $ | 42 |  |  | $ | 27 |  |  | $ | 69 |  |  | $ | 52 |
Master services agreement costs for Demonstration Plant |  | $ | 668 |  |  | $ | 395 |  |  | $ | 1,254 |  |  | $ | 662 |
BHES JDA |  | 20,178 |  |  | 11,819 |  |  | 38,005 |  |  | 20,165 |
Research and development |  | $ | 20,846 |  |  | $ | 12,214 |  |  | $ | 39,259 |  |  | $ | 20,827 |
BHES Limited Notice to Proceed |  | 19,533 |  |  | — |  |  | 19,533 |  |  | — |
Project development |  | $ | 19,533 |  |  | $ | — |  |  | $ | 19,533 |  |  | $ | — |
The Company had $29.5 million and $6.5 million in current liabilities payable to related parties as of June 30, 2025 and December 31, 2024, respectively, on the condensed consolidated balance sheets related to the following services. These related party payables are unsecured and are due on demand. Master Services Agreements A significant shareholder provides the Company with patent administration services related to the development of the Net Power Cycle. These totals are included in General and administrative 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. These totals are reflected in Research and development on the condensed consolidated statements of operations and comprehensive loss. BHES JDA On February 3, 2022, the Company entered into the Original JDA, which was subsequently amended and restated on June 30, 2022 and December 13, 2022 with BHES to invest in, develop, and deploy the Net Power Cycle in collaboration with the Company. The BHES JDA is settled in cash and issuances of equity in exchange for services related to the development and commercialization of the technology. The Company records the expense for services provided by BHES within Research and development on the condensed consolidated statements of operations and comprehensive loss. Upon the issuance of shares during the six months ended June 30, 2025, BHES’s ownership interest exceeded 5%; therefore, it is considered a related party for all periods presented. 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 mezzanine shareholders' equity and shareholders' equity. The following tables display the expense recognized in the consolidated statement of comprehensive income for shares distributed as payment for services rendered under the terms of the BHES JDA during the periods described below:
|  | Quantity |  | Expense Recognized
|  | Three Months Ended June 30, |  | Three Months Ended June 30,
in thousands |  | 2025 |  | 2024 |  | 2025 |  | 2024
Class A OpCo Units |  | 1,562 |  | 942 |  | $ | 10,323 |  |  | $ | 6,228 |
Class B Common Stock |  | 1,562 |  | 942 |  | — |  |  | — |
Total |  |  |  |  |  | $ | 10,323 |  |  | $ | 6,228 |
|  |  |  |  |  | Quantity |  | Expense Recognized |  |
|  |  |  |  |  | Six Months Ended June 30, |  | Six Months Ended June 30, |  |
in thousands |  |  |  |  |  |  |  |  |  | 2025 |  | 2024 |  | 2025 |  | 2024 |
Class A OpCo Units |  |  |  |  |  |  |  |  |  | 2,809 |  | 1,592 |  | $ | 18,570 |  |  | $ | 10,526 |  |  |
Class B Common Stock |  |  |  |  |  |  |  |  |  | 2,809 |  | 1,592 |  | — |  |  | — |  |  |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 18,570 |  |  | $ | 10,526 |  |  |
Shares issued as payment under the terms of the Amended and Restated JDA are issued at a discount expected to cause a total loss of approximately $17.5 million to the Company over the term of the agreement. The Company has incurred inception-to-date losses of $11.7 million related to such issuances. Additionally, if the volume-weighted average price of the Company’s stock for ten consecutive trading days (“10-Day VWAP”) immediately preceding the payment date for services under the BHES JDA is less than $4.00 per share (the “Floor Price”), an incremental cash payment is required for the difference between the 10-Day VWAP and the Floor Price (the “BHES JDA Make-Whole Payment”). As of June 30, 2025, the Company had $1.3 million in current liabilities payable to related parties on the condensed consolidated balance sheets related to the BHES JDA Make-Whole Payment. For the three and six months ended June 30, 2025, the Company incurred $1.4 million and $3.9 million related to the BHES JDA Make-Whole Payment. BHES may earn additional shares (“BHES Bonus Shares”) if it meets certain proposed project milestones related to the development of our technology. The Company determined that BHES’s achievement of each of these milestones is probable; 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 share-based compensation payable to BHES should it meet its milestone objectives:
$ in thousands |  | Performance Period End Date |  | Compensation Cost Incurred To Date |  | Remaining Compensation Cost |  | Total Compensation Cost
BHES JDA |  | January 2027 |  | $ | 24,216 |  |  | $ | 3,129 |  |  | $ | 27,345 |
BHES Limited Notice to Proceed Through June 30, 2025, the Company has incurred $41.5 million under a Letter of Limited Notice to Proceed for the Purchase of KPEP Long Lead Time Items wi th BHES (the “BHES LNTP”), as amended, for the purchase of long-lead materials necessary for the procurement and manufacture of the turboexpander and related key process equipment and machinery for the Company’s first utility-scale power plant, along with related fees and services.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-5 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-6 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/850/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-6 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 + Details
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