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Related Party Transactions
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 14 — 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 September 30,Nine Months Ended September 30,
$ in thousands2025202420252024
Master services agreement administrative costs$21 $30 $90 $82 
General and administrative$21 $30 $90 $82 
Master services agreement costs for Demonstration Plant$457 $160 $1,711 $1,025 
BHES JDA
17,307 12,865 55,312 33,030 
Research and development$17,764 $13,025 $57,023 $34,055 
BHES Limited Notice to Proceed— — 19,533 — 
Project development$— $— $19,533 $— 
The Company had $8.2 million and $6.5 million in current liabilities payable to related parties as of September 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 (as amended and restated, the “BHES JDA”). 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. As a result of the equity issuances under the BHES JDA, BHES’s ownership interest in the Company exceeds 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:
QuantityExpense Recognized
Three Months Ended September 30,Three Months Ended September 30,
in thousands2025202420252024
Class A OpCo Units1,3571,030$8,971 $6,807 
Class B Common Stock1,3571,030— — 
Total$8,971 $6,807 
QuantityExpense Recognized
Nine Months Ended September 30,Nine Months Ended September 30,
in thousands2025202420252024
Class A OpCo Units4,1662,623$27,541 $17,336 
Class B Common Stock4,1662,623— — 
Total$27,541 $17,336 

Shares issued as payment under the terms of the BHES 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 $13.5 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 September 30, 2025, the Company had $0.5 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 nine months ended September 30, 2025, the Company incurred $1.0 million and $4.9 million related to the BHES JDA Make-Whole Payment. For the three and nine months ended September 30, 2024, the Company had no such expenses related to the BHES JDA Make-Whole Payment.
BHES may earn additional shares (“BHES Bonus Shares”) if it meets certain targets related to the development of the Company’s technology. The Company determined that it is probable it will issue these shares to BHES; therefore, the Company recognizes the compensation cost associated with these 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 thousandsCompensation Cost Incurred To DateRemaining Compensation CostTotal Compensation Cost
BHES JDA $24,390 $2,955 $27,345 
BHES Limited Notice to Proceed
Through September 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 with BHES, 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.
BHES Equipment Purchases
On August 14, 2025, the Company committed to purchase a lube oil system from BHES for the Demonstration Plant for $1.6 million. As of September 30, 2025, the Company incurred $0.2 million related to this commitment.