Financial Performance - BRD Group's net profit reached RON 764 million in H1 2025, a 10% year-over-year increase compared to RON 694 million in H1 2024 [10, 62] - Net banking income increased by 10.1% year-over-year, reaching RON 2,167 million in H1 2025 compared to RON 1,968 million in H1 2024 [40, 62] - The cost/income ratio improved to 45.4% in H1 2025 from 46.9% in H1 2024 [45] - BRD Group's ROE was 16% [9] Loan and Deposit Growth - The loan portfolio grew by 17% year-over-year [10, 59] - Corporate loan portfolio growth was 23% year-over-year [8, 10] - Individuals' loan production reached RON 7 billion in H1 2025, a 34% year-over-year increase [10, 34] - Deposits increased by 8% year-over-year [8, 35, 59] Digital Adoption - YouBRD mobile application had 1.8 million users, an 18% year-over-year increase [10, 27, 59] - Transactions via YouBRD increased by 25% year-over-year [27] - Transaction value via YouBRD increased by 52% year-over-year, reaching RON 28.7 billion [27] Asset Quality - The NPL ratio was 2.3% [8, 10] - The coverage ratio was 72% [10, 53]

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' deficit, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) The condensed consolidated balance sheets show a significant decrease in total assets and investments held in the Trust Account from December 31, 2022, to September 30, 2023, primarily due to redemptions of Class A Common Stock, with increased current liabilities and a widened total stockholders' deficit | Metric | Sep 30, 2023 ($) | Dec 31, 2022 ($) | | :-------------------------- | :--------------- | :--------------- | | Cash | 316,543 | 1,076,578 | | Total current assets | 4,432,650 | 1,403,838 | | Investments held in Trust Account | 76,110,991 | 237,947,675 | | Total assets | 80,543,641 | 239,351,513 | | Total current liabilities | 4,724,588 | 1,434,679 | | Total liabilities | 12,774,588 | 9,484,679 | | Total stockholders' deficit | (8,341,938) | (8,080,842) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The company reported increased net income for both the three and nine months ended September 30, 2023, compared to the same periods in 2022, driven by higher interest and dividend income from investments in the Trust Account, despite incurring operating and formation costs | Metric | 3 Months Ended Sep 30, 2023 ($) | 3 Months Ended Sep 30, 2022 ($) | 9 Months Ended Sep 30, 2023 ($) | 9 Months Ended Sep 30, 2022 ($) | | :------------------------------------------ | :------------------------------ | :------------------------------ | :------------------------------ | :------------------------------ | | Operating and formation costs | 96,826 | 162,118 | 713,136 | 844,561 | | Franchise tax | 50,000 | 50,000 | 150,000 | 150,000 | | Loss from operations | (146,826) | (212,118) | (863,136) | (994,561) | | Interest and dividend income on investments held in Trust Account | 976,867 | 1,038,232 | 5,651,328 | 1,360,721 | | Income before income taxes | 830,041 | 826,114 | 4,788,192 | 366,160 | | Income tax expense | (194,642) | (207,529) | (1,155,279) | (217,148) | | Net income | 635,399 | 618,585 | 3,632,913 | 149,012 | | Basic and diluted net income per share, Class A common stock | 0.09 | 0.03 | 0.23 | 0.01 | [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20DEFICIT) The statements show a decrease in redeemable Class A Common Stock due to redemptions, leading to a significant reduction in the associated amount, while accumulated deficit increased, reflecting net income and accretion adjustments for redeemable Class A common stock - Redemption of **15,872,896** Class A common shares resulted in a **$165,730,694** decrease in redeemable Class A Common Stock and a corresponding reduction in the Trust Account[215](index=215&type=chunk)[226](index=226&type=chunk) - Accumulated deficit increased from **$(8,001,245)** at December 31, 2022, to **$(8,262,538)** at September 30, 2023, reflecting net income and accretion adjustments[4](index=4&type=chunk)[226](index=226&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the nine months ended September 30, 2023, the company experienced significant cash flows from investing activities due to advances from the Trust Account for stockholder redemptions and tax payments, while financing activities were dominated by payments to redeeming stockholders | Cash Flow Activity | 9 Months Ended Sep 30, 2023 ($) | 9 Months Ended Sep 30, 2022 ($) | | :---------------------------------- | :------------------------------ | :------------------------------ | | Net cash used in operating activities | (3,155,928) | (550,115) | | Net cash provided by investing activities | 167,488,012 | — | | Net cash (used in) provided by financing activities | (165,092,119) | 22 | | Net Change in Cash | (760,035) | (550,093) | | Cash - End of period | 316,543 | 1,182,681 | - Investing activities for the nine months ended September 30, 2023, included **$165,730,694** in advances from the Trust Account for redeeming stockholders and **$2,397,318** for tax payments[92](index=92&type=chunk)[228](index=228&type=chunk) - Financing activities for the nine months ended September 30, 2023, primarily consisted of **$165,730,694** in payments to redeeming stockholders, partially offset by **$640,000** from the Suntuity Promissory Note[228](index=228&type=chunk)[333](index=333&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations of the company's financial position, operations, and significant events, including its formation as a SPAC, the proposed business combination with Suntuity, related party transactions, accounting policies, and the going concern uncertainty [Note 1. Description of Organization and Business Operations](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Beard Energy Transition Acquisition Corp. is a blank check company formed to effect a business combination, completed an IPO in November 2021, is pursuing a business combination with Suntuity, and faces going concern uncertainty due to insufficient operating cash and the deadline for completing a business combination - The Company was formed on February **8, 2021**, as a blank check company to effect a business combination[9](index=9&type=chunk)[301](index=301&type=chunk) - Initial Public Offering (IPO) on November **29, 2021**, raised **$230,000,000** from **23,000,000** units, with proceeds placed in a Trust Account[213](index=213&type=chunk)[230](index=230&type=chunk) - On May **18, 2023**, the Company entered into a Business Combination Agreement with Suntuity Renewables LLC, involving a series of mergers to become wholly-owned subsidiaries of New PubCo[15](index=15&type=chunk)[235](index=235&type=chunk)[303](index=303&type=chunk) - The Company extended its business combination period to **25** months from the IPO closing, now December **29, 2023**, following a stockholder vote on May **25, 2023**[13](index=13&type=chunk)[215](index=215&type=chunk) - As of September **30, 2023**, **15,872,896** shares of Class A common stock were redeemed at approximately **$10.44** per share, leaving **7,128,354** shares outstanding and **$76,110,991** in the Trust Account[215](index=215&type=chunk) - The company has a working capital deficit of **$291,938** as of September **30, 2023**, and anticipates insufficient cash to operate until the business combination deadline, raising substantial doubt about its ability to continue as a going concern[44](index=44&type=chunk)[95](index=95&type=chunk)[172](index=172&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the accounting principles, including consolidation, financial statement presentation, use of estimates, cash and cash equivalents, investments in the Trust Account, offering costs, warrant classification, fair value measurements, Class A common stock redemption accounting, income taxes, and recent accounting pronouncements - The condensed consolidated financial statements are prepared in conformity with U.S. GAAP and SEC rules for interim reporting, with certain disclosures condensed or omitted[62](index=62&type=chunk) - Investments held in the Trust Account consist solely of U.S. government securities or money market funds investing in such securities, presented at fair value[26](index=26&type=chunk)[247](index=247&type=chunk)[298](index=298&type=chunk) - Offering costs of **$13,308,754** were incurred, including **$4,600,000** cash underwriting fees and **$8,050,000** deferred underwriting fees, charged against Class A common stock or stockholders' deficit[27](index=27&type=chunk)[231](index=231&type=chunk) - Warrants are classified as equity instruments based on specific terms and ASC **480/815** guidance, with Public Warrants and Private Placement Warrants being equity classified[48](index=48&type=chunk)[130](index=130&type=chunk)[311](index=311&type=chunk) - Class A common stock subject to redemption is classified outside of permanent equity, with changes in redemption value recognized immediately and reflected in accumulated deficit[54](index=54&type=chunk)[146](index=146&type=chunk)[255](index=255&type=chunk) - The company uses the asset and liability method for income taxes (ASC **740**) and applies a discrete effective tax rate method for interim periods due to uncertainty in estimating annual pretax earnings[55](index=55&type=chunk)[297](index=297&type=chunk) [Note 3. Initial Public Offering](index=20&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company completed its IPO on November 29, 2021, issuing 23,000,000 units, each comprising one Class A common stock and one-half of one redeemable Public Warrant - The IPO on November **29, 2021**, generated gross proceeds of **$230,000,000** from **23,000,000** units[230](index=230&type=chunk)[276](index=276&type=chunk) - Each unit consisted of one share of Class A common stock and one-half of one redeemable Public Warrant, with each whole Public Warrant exercisable at **$11.50** per share[276](index=276&type=chunk) [Note 4. Related Party Transactions](index=20&type=section&id=NOTE%204.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance of Founder Shares and Sponsor Shares, the sale of Private Placement Warrants to the Sponsor, indemnification agreements, administrative support arrangements, and potential Working Capital Loans from the Sponsor or affiliates - Founder Shares (**5,750,000** Class B Units of Opco and corresponding Class V common stock) and Sponsor Shares (**1,250** Class A common stock, **1,250** Class V common stock, and **1,250** Class A Units of Opco) were issued to the Sponsor and its affiliate[59](index=59&type=chunk)[277](index=277&type=chunk) - **12,225,000** Private Placement Warrants were sold to the Sponsor for **$1.00** each, generating **$12,225,000**, with proceeds placed in the Trust Account[10](index=10&type=chunk)[140](index=140&type=chunk)[281](index=281&type=chunk) - The Sponsor has agreed to indemnify the Company for certain third-party claims that reduce the Trust Account below **$10.20** per Public Share, subject to waivers[304](index=304&type=chunk) - The Company reimburses an affiliate of the Sponsor up to **$25,000** per month for administrative support, incurring **$50,001** and **$150,003** for the three and nine months ended September **30, 2023**, respectively[264](index=264&type=chunk)[338](index=338&type=chunk) - Working Capital Loans from the Sponsor or affiliates may be used to fund deficiencies or transaction costs, repayable upon business combination or from funds outside the Trust Account if no combination occurs; no balance was outstanding as of September **30, 2023**[118](index=118&type=chunk)[139](index=139&type=chunk)[267](index=267&type=chunk)[305](index=305&type=chunk) [Note 5. Warrants](index=23&type=section&id=NOTE%205.%20WARRANTS) This note describes the terms and conditions of Public Warrants and Private Placement Warrants, including their exercisability, redemption features, and accounting classification as equity instruments - Public Warrants become exercisable **30** days after a business combination and expire five years from completion, or earlier upon redemption or liquidation[287](index=287&type=chunk) - The Company may redeem Public Warrants for **$0.01** per warrant if the Class A common stock price equals or exceeds **$18.00** for **20** trading days within a **30**-day period, with **30** days' prior notice[268](index=268&type=chunk)[288](index=288&type=chunk) - Private Placement Warrants are substantially identical to Public Warrants but are non-redeemable by the Company and may be exercised for cash or on a 'cashless basis'[290](index=290&type=chunk) - All **23,725,000** warrants (Public and Private Placement) are accounted for as equity-classified instruments in accordance with ASC **480** and ASC **815**[311](index=311&type=chunk) [Note 6. Stockholders' Deficit](index=24&type=section&id=NOTE%206.%20STOCKHOLDERS'%20DEFICIT) This note details the components of stockholders' deficit, including authorized and outstanding shares of preferred stock, Class A common stock, Class V common stock, and Opco units, as well as the accounting for non-controlling interests - The Company is authorized to issue **1,000,000** shares of preferred stock and **200,000,000** shares of Class A common stock; as of September **30, 2023**, **7,128,354** Class A common shares were outstanding and subject to redemption[290](index=290&type=chunk)[291](index=291&type=chunk) - **5,751,250** shares of Class V common stock were issued and outstanding as of September **30, 2023**[313](index=313&type=chunk) - Class B Units of Opco convert into Class A Units of Opco on a one-for-one basis upon an initial Business Combination, subject to adjustments[315](index=315&type=chunk) - The value of Class B Units is classified as non-controlling interests, with a balance of **$79,975** as of September **30, 2023**[316](index=316&type=chunk) - Holders of Founder Shares, Sponsor Shares, Private Placement Warrants, and Public Warrants are entitled to registration rights for resale of their securities[294](index=294&type=chunk)[317](index=317&type=chunk) [Note 7. Commitments and Contingencies](index=25&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) This note addresses the deferred underwriting commission and the waiver agreement with the underwriter, noting that the conditions for liability extinguishment had not been met as of September 30, 2023 - The underwriter is entitled to a deferred underwriting commission of **$8,050,000**, payable upon completion of the initial Business Combination[75](index=75&type=chunk)[143](index=143&type=chunk)[295](index=295&type=chunk) - On May **18, 2023**, the underwriters agreed to waive their rights to this deferred fee, contingent upon the consummation of the Business Combination with Suntuity[14](index=14&type=chunk)[75](index=75&type=chunk)[109](index=109&type=chunk)[143](index=143&type=chunk)[231](index=231&type=chunk) - As of September **30, 2023**, the conditions for liability extinguishment for the deferred underwriting fee had not been met because the Business Combination with Suntuity was not completed[75](index=75&type=chunk)[143](index=143&type=chunk) [Note 8. Income Tax](index=26&type=section&id=NOTE%208.%20INCOME%20TAX) This note provides details on the company's effective tax rates and the primary reasons for the difference from the statutory rate, mainly due to a full valuation allowance on deferred tax assets | Period | Effective Tax Rate | | :------------------------------------ | :----------------- | | 3 Months Ended September 30, 2023 | 23.4% | | 9 Months Ended September 30, 2023 | 24.1% | | 3 Months Ended September 30, 2022 | 25.1% | | 9 Months Ended September 30, 2022 | 59.3% | - The effective tax rate differs from the statutory **21%** rate primarily due to recording a full valuation allowance on deferred tax assets[297](index=297&type=chunk) [Note 9. Fair Value Measurements](index=26&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) This note presents the fair value hierarchy for the company's financial assets, specifically investments held in the Trust Account, which are measured at fair value on a recurring basis | Description | Amount at Fair Value (Sep 30, 2023) ($) | Level 1 ($) | Level 2 ($) | Level 3 ($) | | :------------------------------ | :------------------------------------ | :---------- | :---------- | :---------- | | U.S. Treasury Securities Money Market Funds | 76,110,991 | 76,110,991 | — | — | - All investments held in the Trust Account are classified as **Level 1** in the fair value hierarchy, indicating they are valued using unadjusted quoted prices in active markets for identical assets[77](index=77&type=chunk)[253](index=253&type=chunk)[298](index=298&type=chunk) [Note 10. Subsequent Events](index=26&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) The company evaluated subsequent events up to the financial statement issuance date and did not identify any requiring adjustment or disclosure - No subsequent events requiring adjustment or disclosure were identified after the balance sheet date up to the date the financial statements were issued[299](index=299&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of the company's financial condition and results of operations, highlighting recent developments related to its business combination efforts, liquidity challenges, and going concern uncertainty, and discusses the impact of stockholder redemptions and efforts to extend the business combination deadline [Overview](index=27&type=section&id=Overview) The company is a blank check company formed to complete an initial business combination, with its activities primarily focused on organizational efforts and the search for a target business, generating non-operating income from interest on Trust Account investments - The Company is a blank check company incorporated on February **8, 2021**, for the purpose of effecting a business combination[301](index=301&type=chunk) - Operations to date have been limited to organizational activities and the search for a prospective initial business combination[89](index=89&type=chunk)[212](index=212&type=chunk) - Non-operating income is generated from interest income on cash and cash equivalents held in the Trust Account[89](index=89&type=chunk)[212](index=212&type=chunk) [Recent Developments](index=28&type=section&id=Recent%20Developments) Recent developments include the Business Combination Agreement with Suntuity, related lock-up and sponsor agreements, a fee waiver from Citigroup, the approval of an initial extension for the business combination deadline, the Suntuity Promissory Note for extension payments, and a notice of non-compliance from the NYSE regarding internal audit function - On May **18, 2023**, the Company entered into a Business Combination Agreement with Suntuity Renewables LLC, which will result in both companies becoming wholly-owned subsidiaries of New PubCo through a series of mergers[96](index=96&type=chunk)[120](index=120&type=chunk)[303](index=303&type=chunk) - The merger consideration for Suntuity equityholders will be **19,000,000** newly issued shares of New PubCo Class A Common Stock[17](index=17&type=chunk)[335](index=335&type=chunk) - Lock-Up Agreements were entered into, restricting transfer of New PubCo Class A Common Stock received by Lock-Up Parties for one year post-closing, with early release conditions[18](index=18&type=chunk)[324](index=324&type=chunk) - Citigroup Global Markets Inc. waived **$8,050,000** in deferred underwriting commissions, contingent upon the consummation of the Suntuity Business Combination[109](index=109&type=chunk)[326](index=326&type=chunk) - Stockholders approved an initial extension to complete a business combination until December **29, 2023**, and the company is seeking a second extension[326](index=326&type=chunk)[328](index=328&type=chunk) - Suntuity agreed to loan the Company up to **$1,120,000** via a non-interest bearing promissory note to fund extension payments into the Trust Account, with an outstanding balance of **$640,000** as of September **30, 2023**[122](index=122&type=chunk)[242](index=242&type=chunk)[349](index=349&type=chunk) - The Company received a notice from the NYSE on August **16, 2023**, for non-compliance with the requirement to establish an internal audit function, which was not cured by the deadline[112](index=112&type=chunk)[217](index=217&type=chunk)[329](index=329&type=chunk)[337](index=337&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) The company's results of operations for the three and nine months ended September 30, 2023, show net income primarily driven by interest and dividend income from the Trust Account, offset by operating and formation costs and income tax expenses | Metric | 3 Months Ended Sep 30, 2023 ($) | 3 Months Ended Sep 30, 2022 ($) | 9 Months Ended Sep 30, 2023 ($) | 9 Months Ended Sep 30, 2022 ($) | | :------------------------------------------ | :------------------------------ | :------------------------------ | :------------------------------ | :------------------------------ | | Net income | 635,399 | 618,585 | 3,632,913 | 149,012 | | Interest and dividend income on investments held in Trust Account | 976,867 | 1,038,232 | 5,651,328 | 1,360,721 | | Operating and formation costs | 96,826 | 162,118 | 713,136 | 844,561 | | Income tax expense | 194,642 | 207,529 | 1,155,279 | 217,148 | [Liquidity, Capital Resources and Going Concern](index=32&type=section&id=Liquidity%20Capital%20Resources%20and%20Going%20Concern) The company faces significant liquidity challenges and going concern uncertainty due to a working capital deficit and insufficient cash outside the Trust Account to operate until the business combination deadline, with its ability to continue depending on successfully completing a business combination or securing additional capital - As of September **30, 2023**, the Company had a working capital deficit of **$291,938** and cash of **$316,543** outside the Trust Account[44](index=44&type=chunk)[172](index=172&type=chunk)[341](index=341&type=chunk) - The Company anticipates that cash held outside the Trust Account will not be sufficient to operate until December **29, 2023**, the deadline for completing a business combination[44](index=44&type=chunk)[95](index=95&type=chunk)[172](index=172&type=chunk)[331](index=331&type=chunk) - These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period within one year after the financial statements' issuance date[44](index=44&type=chunk)[95](index=95&type=chunk)[172](index=172&type=chunk)[331](index=331&type=chunk) - Management plans to address this uncertainty through a business combination and expects access to Working Capital Loans from the Sponsor, though no current commitment exists[22](index=22&type=chunk)[95](index=95&type=chunk)[118](index=118&type=chunk)[123](index=123&type=chunk)[173](index=173&type=chunk) - Effective October **19, 2023**, the Company liquidated Trust Account investments into cash to mitigate investment company risk, which may reduce interest income[158](index=158&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk) [Related Party Transactions](index=35&type=section&id=Related%20Party%20Transactions) The company engages in various transactions with its Sponsor, officers, and directors, including reimbursement for out-of-pocket expenses and administrative support fees, with these transactions reviewed by the audit committee - The Sponsor, officers, and directors are reimbursed for out-of-pocket expenses incurred on the Company's behalf, with no cap on reimbursement[125](index=125&type=chunk)[265](index=265&type=chunk) - The Company incurred **$50,001** and **$150,003** in administrative support expenses from an affiliate of the Sponsor for the three and nine months ended September **30, 2023**, respectively[125](index=125&type=chunk)[264](index=264&type=chunk)[338](index=338&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) As of September 30, 2023, and December 31, 2022, the company did not have any off-balance sheet arrangements - The Company did not have any off-balance sheet arrangements as of September **30, 2023**, and December **31, 2022**[141](index=141&type=chunk) [Critical Accounting Policies](index=36&type=section&id=Critical%20Accounting%20Policies) The critical accounting policies involve significant management estimates and assumptions, particularly concerning warrants and Class A common stock subject to redemption, which are classified based on specific terms and accounting guidance - The preparation of financial statements requires management to make estimates and assumptions, particularly for warrants and Class A common stock subject to redemption[129](index=129&type=chunk)[130](index=130&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - Warrants are classified as equity or liability based on ASC **480** and ASC **815**, with Public and Private Placement Warrants currently equity-classified[130](index=130&type=chunk)[145](index=145&type=chunk) - Class A common stock subject to redemption is classified outside of permanent equity, with changes in redemption value recognized immediately and reflected in accumulated deficit[131](index=131&type=chunk)[146](index=146&type=chunk) [Recent Accounting Standards](index=37&type=section&id=Recent%20Accounting%20Standards) Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the condensed consolidated financial statements if currently adopted - Management does not believe that any recently issued, but not yet effective, accounting standards would materially affect the financial statements if adopted[57](index=57&type=chunk)[148](index=148&type=chunk) [JOBS Act](index=38&type=section&id=JOBS%20Act) As an 'emerging growth company' under the JOBS Act, the company is allowed to delay the adoption of new accounting standards and is exempt from certain reporting requirements, which may affect comparability with other public companies - The Company qualifies as an 'emerging growth company' under the JOBS Act[132](index=132&type=chunk)[149](index=149&type=chunk) - The Company elects to delay the adoption of new or revised accounting standards, potentially affecting comparability with non-emerging growth companies[132](index=132&type=chunk)[150](index=150&type=chunk) - Exemptions include not providing an independent auditor's attestation report on internal controls and reduced compensation disclosure[150](index=150&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide the information typically required by this Item - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[169](index=169&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2023, with no material changes in internal control over financial reporting during the most recently completed fiscal quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of September **30, 2023**[170](index=170&type=chunk) - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[134](index=134&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management team - No material litigation, arbitration, or governmental proceeding is currently pending against the company or its management[154](index=154&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors from the Annual Report on Form 10-K, emphasizing new risks related to the uncertainty of completing a business combination, potential delisting from the NYSE, and the impact of converting Trust Account investments to cash - The company's financial condition raises substantial doubt about its ability to continue as a going concern if a business combination is not consummated within one year[155](index=155&type=chunk)[172](index=172&type=chunk) - There is no assurance that the initial or second extension will enable the company to consummate a business combination, and redemptions could leave insufficient cash[156](index=156&type=chunk)[157](index=157&type=chunk)[270](index=270&type=chunk) - The NYSE may delist the company's securities due to stockholder redemptions or failure to maintain an internal audit function, leading to reduced liquidity and other adverse consequences[161](index=161&type=chunk)[177](index=177&type=chunk)[179](index=179&type=chunk)[271](index=271&type=chunk)[272](index=272&type=chunk) - To mitigate investment company risk, Trust Account funds were converted to cash effective October **19, 2023**, which may limit interest income available for taxes and dissolution expenses[158](index=158&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk) [Item 2. Recent Sales of Securities; Use of Proceeds from Registered Offerings](index=41&type=section&id=Item%202.%20Recent%20Sales%20of%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Offerings) No recent sales of securities or use of proceeds from registered offerings were reported in this period - No recent sales of securities or use of proceeds from registered offerings were reported[180](index=180&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - No defaults upon senior securities were reported[181](index=181&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures are applicable to the company - Mine safety disclosures are not applicable to the company[164](index=164&type=chunk)[187](index=187&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) This section contains no additional information [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including the Business Combination Agreement, organizational documents, warrant agreements, and certifications - Key exhibits include the Business Combination Agreement (Exhibit **2.1**), various certificates of incorporation and bylaws (Exhibits **3.1-3.5**), specimen unit, stock, and warrant certificates (Exhibits **4.1-4.4**), and warrant agreements (Exhibits **4.5-4.6**)[188](index=188&type=chunk) - Certifications by the Chief Executive Officer and Chief Financial Officer (Exhibits **31.1, 31.2, 32.1, 32.2**) and Inline XBRL documents (Exhibits **101.INS, 101.CAL, 101.PRE, 101.SCH, 101.DEF, 101.LAB, 104**) are also included[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk)[273](index=273&type=chunk) [SIGNATURE](index=44&type=section&id=SIGNATURE) The report is duly signed on behalf of Beard Energy Transition Acquisition Corp. by its Chief Financial Officer and Chief Accounting Officer, Sarah James, on November 13, 2023 - The report was signed by Sarah James, Chief Financial Officer and Chief Accounting Officer, on November **13, 2023**[194](index=194&type=chunk)[195](index=195&type=chunk)

[Cover Page](index=1&type=section&id=Cover%20Page) This section provides key corporate identification details, stock exchange listings, and outstanding share information for Beard Energy Transition Acquisition Corp - Beard Energy Transition Acquisition Corp. is a Delaware corporation, classified as a **non-accelerated filer**, **smaller reporting company**, and **emerging growth company**[24](index=24&type=chunk)[34](index=34&type=chunk) - The company's Units (**BRD.U**), Class A Common Stock (**BRD**), and Warrants (**BRD.WS**) are registered on the New York Stock Exchange[24](index=24&type=chunk)[32](index=32&type=chunk) - The registrant has submitted all required Interactive Data Files during the preceding 12 months[25](index=25&type=chunk) Outstanding Shares as of August 1, 2023 | Share Type | Number of Shares | | :----------------- | :--------------- | | Class A Common Stock | 7,128,354 | | Class V Common Stock | 5,751,250 | [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section outlines the report's structure, detailing financial information, management's discussion, risk factors, and exhibits - The report is structured into **PART I - FINANCIAL INFORMATION** and **PART II - OTHER INFORMATION**, covering financial statements, management's discussion and analysis, risk factors, and exhibits[27](index=27&type=chunk) [PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section provides the unaudited condensed consolidated financial statements for Beard Energy Transition Acquisition Corp., including the balance sheets, statements of operations, statements of changes in stockholders' deficit, and statements of cash flows, along with comprehensive notes explaining the company's organization, accounting policies, initial public offering, related party transactions, warrants, stockholders' deficit, commitments, income tax, fair value measurements, and subsequent events [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Condensed Consolidated Balance Sheet Summary | Metric | June 30, 2023 | December 31, 2022 | | :--------------------------- | :------------ | :---------------- | | Cash | $366,798 | $1,076,578 | | Total Current Assets | $3,440,653 | $1,403,838 | | Investments in Trust Account | $75,213,164 | $237,947,675 | | Total Assets | $78,653,817 | $239,351,513 | | Total Current Liabilities | $3,470,163 | $1,434,679 | | Total Liabilities | $11,520,163 | $9,484,679 | | Total Stockholders' Deficit | $(8,079,510) | $(8,080,842) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's financial performance, including revenues, expenses, and net income or loss over specific periods Statements of Operations Summary (3 Months Ended June 30) | Metric | 2023 ($) | 2022 ($) | | :---------------------------- | :------------ | :------------ | | Operating and formation costs | $(67,917) | $313,415 | | Franchise tax | $50,000 | $50,000 | | Income (loss) from operations | $17,917 | $(363,415) | | Interest & dividend income | $2,153,794 | $307,345 | | Income (loss) before income taxes | $2,171,711 | $(56,070) | | Income tax expense | $(441,797) | $(9,619) | | Net income (loss) | $1,729,914 | $(65,689) | | Net income (loss) attributable to BETAC | $1,729,820 | $(65,685) | | Basic & diluted EPS (Class A) | $0.08 | $0.00 | | Basic & diluted EPS (Class V) | $0.06 | $(0.01) | Statements of Operations Summary (6 Months Ended June 30) | Metric | 2023 ($) | 2022 ($) | | :---------------------------- | :------------ | :------------ | | Operating and formation costs | $616,310 | $682,443 | | Franchise tax | $100,000 | $100,000 | | Income (loss) from operations | $(716,310) | $(782,443) | | Interest & dividend income | $4,674,461 | $322,489 | | Income (loss) before income taxes | $3,958,151 | $(459,954) | | Income tax expense | $(960,637) | $(9,619) | | Net income (loss) | $2,997,514 | $(469,573) | | Net income (loss) attributable to BETAC | $2,997,351 | $(469,547) | | Basic & diluted EPS (Class A) | $0.15 | $(0.01) | | Basic & diluted EPS (Class V) | $0.00 | $(0.03) | [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This section tracks changes in the company's equity, including net income, redemptions, and other adjustments affecting stockholders' deficit - Total stockholders' deficit slightly decreased from **$(8,080,842)** as of December 31, 2022, to **$(8,079,510)** as of June 30, 2023[43](index=43&type=chunk)[181](index=181&type=chunk) - Key movements for the six months ended June 30, 2023, included **net income of $2,997,514**, offset by subsequent accretion of Class A common stock subject to redemption of **$(2,996,182)** and redemption of Class A common stock of **$(165,730,694)**[43](index=43&type=chunk)[181](index=181&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods Cash Flow Summary (Six Months Ended June 30) | Activity | 2023 ($) | 2022 ($) | | :------------------------------------------ | :------------ | :------------ | | Net cash used in operating activities | $(2,546,283) | $(410,395) | | Net cash provided by investing activities | $167,408,972 | $0 | | Net cash (used in) provided by financing activities | $(165,572,469) | $1,553 | | Net Change in Cash | $(709,780) | $(408,842) | | Cash - End of period | $366,798 | $1,323,932 | - Investing activities for the six months ended June 30, 2023, included **$165,730,694 withdrawn from the Trust Account** for redeeming stockholders and **$1,838,278 for tax payments**, partially offset by **$160,000 deposited into the Trust Account**[66](index=66&type=chunk)[242](index=242&type=chunk) - Financing activities for the six months ended June 30, 2023, primarily involved **payments to redeeming stockholders of $(165,730,694)** and **proceeds from a promissory note for trust extension payments of $160,000**[66](index=66&type=chunk)[217](index=217&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies, transactions, and subsequent events [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes the company's formation as a blank check company, its purpose of effecting a Business Combination, and its non-operating income sources - Beard Energy Transition Acquisition Corp. is a **blank check company** formed on February 8, 2021, for the purpose of effecting a Business Combination[49](index=49&type=chunk)[67](index=67&type=chunk) - The company generates **non-operating income** from interest on proceeds held in the Trust Account, as it will not generate operating revenues until after a Business Combination[49](index=49&type=chunk) - An amount of **$234,625,500** from the Initial Public Offering and Private Placement Warrants was placed in a Trust Account, invested in U.S. government treasury obligations or money market funds[68](index=68&type=chunk) - The company has **25 months** from the closing of its Initial Public Offering to complete a Business Combination, after which it will redeem Public Shares and liquidate if unsuccessful[184](index=184&type=chunk) - On May 18, 2023, the company entered into a **Business Combination Agreement with Suntuity Inc.** and its subsidiaries[73](index=73&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=15&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles applied in preparing the financial statements, including consolidation, fair value measurements, and warrant classification - The condensed consolidated financial statements include the accounts of the Company and its majority-controlled operating subsidiary (Opco), with **intercompany transactions eliminated**[165](index=165&type=chunk) - Investments held in the Trust Account are comprised solely of U.S. government securities or money market funds, presented at **fair value**[83](index=83&type=chunk) - Warrants are accounted for as **equity-classified instruments** based on ASC 480 and ASC 815[199](index=199&type=chunk) - Total offering costs amounted to **$13,308,754**, including **$4,600,000 in cash underwriting fees**, **$8,050,000 in deferred underwriting fees**, and **$658,754 in other offering costs**[69](index=69&type=chunk)[85](index=85&type=chunk) - Class A common stock subject to redemption is classified **outside of permanent equity** due to redemption provisions not solely within the company's control, with changes in redemption value reflected in accumulated deficit[114](index=114&type=chunk)[138](index=138&type=chunk) - Income taxes are accounted for using the **asset and liability method** under ASC Topic 740, recognizing deferred tax assets and liabilities and establishing valuation allowances when necessary[139](index=139&type=chunk)[140](index=140&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=20&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the consummation of the company's Initial Public Offering, including the number of units issued and gross proceeds generated - The Initial Public Offering was consummated on **November 29, 2021**[117](index=117&type=chunk)[183](index=183&type=chunk)[240](index=240&type=chunk) - **23,000,000 Units** were issued, including **3,000,000 Units** from the full exercise of the underwriter's over-allotment option, generating gross proceeds of **$230,000,000**[117](index=117&type=chunk)[183](index=183&type=chunk)[240](index=240&type=chunk) - Each Unit consisted of **one share of Class A common stock** and **one-half of one redeemable warrant** ('Public Warrant')[117](index=117&type=chunk) [NOTE 4. RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%204.%20RELATED%20PARTY%20TRANSACTIONS) This note describes transactions and agreements with related parties, including founder shares, private placement warrants, and administrative support reimbursements - Founder Shares (Class B Units of Opco and Class V common stock) and Sponsor Shares (Class A common stock, Class A Units of Opco, and Class V common stock) are **exchangeable for Class A common stock** post-Business Combination[120](index=120&type=chunk)[121](index=121&type=chunk) - The Sponsor purchased **12,225,000 Private Placement Warrants** for **$1.00 each**, generating **$12,225,000**, with proceeds added to the Trust Account[50](index=50&type=chunk)[145](index=145&type=chunk) - The company reimburses an affiliate of the Sponsor up to **$25,000 per month** for administrative support, incurring **$50,001** and **$100,002** for the three and six months ended June 30, 2023, respectively[127](index=127&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans** for transaction costs, convertible into warrants, with **no outstanding balance** as of June 30, 2023, and December 31, 2022[148](index=148&type=chunk) [NOTE 5. WARRANTS](index=23&type=section&id=NOTE%205.%20WARRANTS) This note explains the terms and accounting treatment of the company's public and private placement warrants, including exercisability and redemption conditions - Public Warrants become exercisable **30 days after the completion of a Business Combination** and expire five years thereafter[149](index=149&type=chunk) - The company may redeem outstanding Public Warrants for **$0.01 per warrant** if the Class A common stock price equals or exceeds **$18.00 per share** for 20 trading days within a 30-trading day period[171](index=171&type=chunk) - Private Placement Warrants are substantially identical to Public Warrants but are **non-redeemable** and may be exercised for cash or on a 'cashless basis' when held by the Sponsor or permitted transferees[152](index=152&type=chunk) - All **23,725,000 warrants** (Public and Private Placement) are **equity-classified** in accordance with ASC 480 and ASC 815[173](index=173&type=chunk) [NOTE 6. STOCKHOLDERS' DEFICIT](index=25&type=section&id=NOTE%206.%20STOCKHOLDERS'%20DEFICIT) This note details the authorized and outstanding shares of common stock, changes due to redemptions, and the conversion rights of different share classes - The company is authorized to issue **1,000,000 shares of preferred stock** and **200,000,000 shares of Class A common stock**; no preferred shares were issued or outstanding[152](index=152&type=chunk)[174](index=174&type=chunk) - Outstanding Class A common stock decreased from **23,001,250 shares** at December 31, 2022, to **7,128,354 shares** at June 30, 2023, due to redemptions[174](index=174&type=chunk) - **15,872,896 shares** of Class A common stock were redeemed at approximately **$10.44 per share**, resulting in approximately **$165.7 million** removed from the Trust Account[70](index=70&type=chunk)[207](index=207&type=chunk) - **5,751,250 shares of Class V common stock** are issued and outstanding, no longer subject to forfeiture[153](index=153&type=chunk) - Class B Units of Opco convert into Class A Units of Opco on a **one-for-one basis** upon a Business Combination, and Class A Unit holders have exchange rights for Class A common stock or cash[155](index=155&type=chunk)[177](index=177&type=chunk) [NOTE 7. COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations and potential liabilities, including registration rights and underwriting commission agreements - Holders of Founder Shares, Sponsor Shares, Private Placement Warrants, and Working Capital Loan warrants are entitled to **registration rights**[179](index=179&type=chunk) - The underwriter was paid a cash underwriting discount of **$4,600,000**, and Citi waived its **$8,050,000 deferred underwriting commission** contingent on the Business Combination consummation[69](index=69&type=chunk)[180](index=180&type=chunk) [NOTE 8. INCOME TAX](index=27&type=section&id=NOTE%208.%20INCOME%20TAX) This note provides information on the company's income tax expense, effective tax rates, and the impact of valuation allowances on deferred tax assets Effective Tax Rates | Period | 2023 | 2022 | | :-------------------------- | :---- | :----- | | Three months ended June 30 | 20.3% | (17.2)%| | Six months ended June 30 | 24.3% | (2.1)% | - The difference from the statutory rate is primarily due to recording a **full valuation allowance** on deferred tax assets and using a **discrete effective tax rate method**[19](index=19&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=27&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) This note explains the company's fair value hierarchy for financial instruments, categorizing inputs into Level 1, Level 2, and Level 3 - The fair value hierarchy categorizes inputs into **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than Level 1), and **Level 3** (unobservable inputs)[91](index=91&type=chunk)[112](index=112&type=chunk)[135](index=135&type=chunk) - Investments held in the Trust Account are primarily U.S. government securities or money market funds, generally having a **readily determinable fair value**[20](index=20&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) This note discloses significant events occurring after the balance sheet date, including additional draws on the Suntuity Promissory Note - On July 28, 2023, an additional **$160,000** was drawn on the Suntuity Promissory Note for direct payment to the Trust Account[21](index=21&type=chunk) - The outstanding balance under the Promissory Note as of the filing date amounted to an aggregate of **$320,000**[21](index=21&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its status as a blank check company, recent developments related to its business combination with Suntuity, financial performance, liquidity challenges, related party transactions, and critical accounting policies. It emphasizes the ongoing efforts to complete a business combination and the associated going concern risks [Overview](index=28&type=section&id=Overview) This section provides an introduction to the company's nature as a blank check company and its primary focus on identifying a business combination - Beard Energy Transition Acquisition Corp. is a **blank check company** incorporated on February 8, 2021, for the purpose of effecting an initial business combination[10](index=10&type=chunk) - The company has not generated any operating revenues to date, with activities focused on organizational efforts and the search for a prospective initial business combination[195](index=195&type=chunk) [Recent Developments](index=29&type=section&id=Recent%20Developments) This section details significant recent events, including the proposed business combination with Suntuity Inc. and related agreements [Business Combination](index=29&type=section&id=Business%20Combination) This section outlines the agreement with Suntuity Inc. and the structure of the proposed merger, including consideration for equityholders - On May 18, 2023, the company entered into a **Business Combination Agreement with Suntuity Inc.**, New PubCo, and merger subsidiaries[4](index=4&type=chunk)[73](index=73&type=chunk) - The transaction involves a series of mergers where the company and Suntuity will become **wholly-owned subsidiaries of New PubCo**[4](index=4&type=chunk)[14](index=14&type=chunk)[74](index=74&type=chunk)[93](index=93&type=chunk) - Suntuity equityholders will receive an aggregate of **19,000,000 shares of New PubCo Class A Common Stock** and New PubCo Warrants as consideration[14](index=14&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) [Related Agreements (Support, Sponsor, Lock-up)](index=30&type=section&id=Related%20Agreements%20(Support%2C%20Sponsor%2C%20Lock-up)) This section describes key agreements supporting the business combination, including voting commitments, forfeitures, and transfer restrictions - TJFT STY Holdings, LLC entered into a **Support Agreement** to approve the Business Combination[16](index=16&type=chunk)[98](index=98&type=chunk) - The **Sponsor Agreement** outlines certain forfeitures of OpCo Class B Units and Acquiror Warrants by the Sponsor and an agreement to vote in favor of the Business Combination[17](index=17&type=chunk)[99](index=99&type=chunk) - **Lock-Up Agreements** restrict Suntuity members from transferring New PubCo Class A Common Stock for **one year post-closing**, with early release conditions based on stock price or liquidation[97](index=97&type=chunk)[190](index=190&type=chunk) [Suntuity Reimbursement and Promissory Note](index=31&type=section&id=Suntuity%20Reimbursement%20and%20Promissory%20Note) This section details Suntuity's agreement to reimburse expenses and provide a promissory note for extension payments to the Trust Account - Suntuity agreed to **reimburse all expenses** incurred by the company in connection with the Business Combination Agreement, including deferred IPO fees and advisor fees[101](index=101&type=chunk)[192](index=192&type=chunk)[227](index=227&type=chunk) - Suntuity agreed to loan the company up to **$1,120,000** via a non-interest bearing, unsecured promissory note, with monthly **$160,000 payments** directly to the Trust Account for extension payments[100](index=100&type=chunk)[194](index=194&type=chunk) - The outstanding balance under the Suntuity Promissory Note was **$320,000** as of the filing date, following an additional draw on July 28, 2023[21](index=21&type=chunk) [Citi Fee Waiver and Extension Amendment](index=31&type=section&id=Citi%20Fee%20Waiver%20and%20Extension%20Amendment) This section covers the waiver of deferred underwriting fees by Citi, the extension of the business combination deadline, and the impact of redemptions - Citigroup Global Markets Inc. (Citi) **waived its $8,050,000 deferred underwriting discounts and commissions**, contingent on the consummation of the Business Combination[205](index=205&type=chunk)[250](index=250&type=chunk) - Stockholders approved an amendment to extend the business combination deadline to **December 29, 2023**[193](index=193&type=chunk)[206](index=206&type=chunk) - Following redemptions, **15,872,896 Class A common shares** were redeemed at approximately **$10.44 per share**, resulting in approximately **$165.7 million** removed from the Trust Account[207](index=207&type=chunk) - After redemptions, the company had **7,128,354 Class A common shares outstanding** and **$75,213,164** remained in the Trust Account[207](index=207&type=chunk) [Amended and Restated Registration Rights Agreement](index=31&type=section&id=Amended%20and%20Restated%20Registration%20Rights%20Agreement) This section discusses the planned amendment of the registration rights agreement and New PubCo's commitment to file a resale registration statement - The existing registration rights agreement will be **amended and restated** concurrently with the closing of the Business Combination[204](index=204&type=chunk)[232](index=232&type=chunk) - New PubCo will file a registration statement for the resale of certain securities within **20 business days post-closing**, aiming for effectiveness within **60 business days**[204](index=204&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, highlighting net income or loss primarily driven by interest income from Trust Account investments - The company has not engaged in any operations nor generated any revenues to date, as it is a **blank check company**[195](index=195&type=chunk) - For the three months ended June 30, 2023, the company reported **net income of $1,729,914**, primarily due to **$2,153,794 in interest income** from Trust Account investments[211](index=211&type=chunk) - For the six months ended June 30, 2023, the company reported **net income of $2,997,514**, primarily due to **$4,674,461 in interest income** from Trust Account investments[239](index=239&type=chunk) - In contrast, for the three and six months ended June 30, 2022, the company reported **net losses of $65,689 and $469,573**, respectively[221](index=221&type=chunk)[222](index=222&type=chunk) [Liquidity, Capital Resources and Going Concern](index=32&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) This section addresses the company's financial viability, discussing working capital, cash reserves, and the substantial doubt about its ability to continue as a going concern - As of June 30, 2023, the company had a **working capital deficit of $29,510** and **cash of $366,798** held outside the Trust Account[197](index=197&type=chunk)[218](index=218&type=chunk)[277](index=277&type=chunk) - The company anticipates that its cash outside the Trust Account will be **insufficient to operate** until the **December 29, 2023**, business combination deadline[197](index=197&type=chunk)[219](index=219&type=chunk)[277](index=277&type=chunk) - These conditions raise **substantial doubt** about the company's ability to continue as a **going concern** for a period of time within one year after the financial statements' issuance date[197](index=197&type=chunk)[219](index=219&type=chunk)[244](index=244&type=chunk)[277](index=277&type=chunk) - Management plans to address this uncertainty through a Business Combination and expects access to Working Capital Loans, though there is **no current commitment for additional capital**[80](index=80&type=chunk)[197](index=197&type=chunk)[219](index=219&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[260](index=260&type=chunk) [Related Party Transactions (MD&A Section)](index=34&type=section&id=Related%20Party%20Transactions%20(MD%26A%20Section)) This section details transactions with related parties, including administrative support reimbursements and potential working capital loans from the Sponsor - The company reimburses an affiliate of the Sponsor up to **$25,000 per month** for administrative support, incurring **$50,001** and **$100,002** for the three and six months ended June 30, 2023, respectively[228](index=228&type=chunk)[245](index=245&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans** to finance transaction costs, which may be convertible into warrants, with **no outstanding balance** as of June 30, 2023[229](index=229&type=chunk)[243](index=243&type=chunk)[246](index=246&type=chunk) - The Sponsor purchased **12,225,000 private placement warrants** for **$12,225,000**, which are non-redeemable and transferable to permitted transferees[247](index=247&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements for the reported periods - The company did not have any **off-balance sheet arrangements** as of June 30, 2023, and December 31, 2022[248](index=248&type=chunk) [Contractual Obligations](index=36&type=section&id=Contractual%20Obligations) This section outlines the company's contractual commitments, including the amended registration rights agreement and underwriting arrangements - The registration rights agreement will be **amended and restated** concurrently with the closing of the Business Combination[232](index=232&type=chunk) - Citi, the underwriter, purchased **3,000,000 Units** to cover over-allotments at the initial public offering price[233](index=233&type=chunk) [Registration and Stockholder Rights Agreement (MD&A Section)](index=36&type=section&id=Registration%20and%20Stockholder%20Rights%20Agreement%20(MD%26A%20Section)) This section describes the registration rights granted to holders of founder shares, Sponsor shares, private placement warrants, and working capital loan warrants - Holders of founder shares, Sponsor shares, private placement warrants, and working capital loan warrants are entitled to **registration rights**[249](index=249&type=chunk) - These rights include making up to **three demands for registration** (for holders with at least **$25 million in aggregate**) and customary 'piggy-back' registration rights[249](index=249&type=chunk) - The company will bear the expenses incurred in connection with the filing of any such registration statements[249](index=249&type=chunk) [Underwriting Agreement (MD&A Section)](index=36&type=section&id=Underwriting%20Agreement%20(MD%26A%20Section)) This section details the underwriting fees paid and waived, specifically the cash underwriting discount and the deferred commission waiver by Citi - The underwriter received a **cash underwriting discount of $4,600,000** (2% of gross proceeds)[250](index=250&type=chunk) - Citi **waived its $8,050,000 deferred underwriting commission**, contingent on the consummation of the Business Combination[250](index=250&type=chunk) [Critical Accounting Policies](index=37&type=section&id=Critical%20Accounting%20Policies) This section highlights key accounting policies requiring significant judgment, such as the classification of warrants and redeemable Class A common stock - Warrants are accounted for as **equity-classified instruments** based on ASC 480 and ASC 815, requiring professional judgment[235](index=235&type=chunk) - Class A common stock subject to redemption is classified **outside of permanent equity** due to redemption provisions not solely within the company's control, with changes in redemption value reflected in accumulated deficit[252](index=252&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk) [Net Income (Loss) Per Share of Common Stock (MD&A Section)](index=37&type=section&id=Net%20Income%20(Loss)%20Per%20Share%20of%20Common%20Stock%20(MD%26A%20Section)) This section explains the methodology for computing net income (loss) per common share, including the treatment of redeemable Class A common stock and warrants - Net income (loss) per common share is computed by dividing net income (loss) by the **weighted-average number of shares of common stock outstanding**[236](index=236&type=chunk) - Remeasurement of the accretion to redemption value of Class A common stock subject to possible redemption is considered **dividends paid to Class A common stock holders**[236](index=236&type=chunk) - Warrants are **not considered** in the calculation of diluted income (loss) per share, as their exercise is contingent upon future events[236](index=236&type=chunk) [Recent Accounting Standards](index=37&type=section&id=Recent%20Accounting%20Standards) This section states management's assessment that recently issued, but not yet effective, accounting standards will not materially impact the financial statements - Management does not believe that any recently issued, but not yet effective, accounting standards would have a **material effect** on the condensed consolidated financial statements if currently adopted[202](index=202&type=chunk)[237](index=237&type=chunk) [JOBS Act](index=37&type=section&id=JOBS%20Act) This section explains the company's status as an 'emerging growth company' under the JOBS Act and its election to delay adoption of certain accounting standards - As an '**emerging growth company**' under the JOBS Act, the company benefits from relaxed reporting requirements, including exemptions from certain attestation reports and compensation disclosures[255](index=255&type=chunk)[271](index=271&type=chunk) - The company has elected to **delay the adoption of new or revised accounting standards** applicable to private companies[271](index=271&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Beard Energy Transition Acquisition Corp. is exempt from providing the quantitative and qualitative disclosures about market risk typically required by Item 305(e) of Regulation S-K - The company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[256](index=256&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective as of June 30, 2023. Furthermore, there have been no material changes in the company's internal control over financial reporting during the most recently completed fiscal quarter [Disclosure Controls and Procedures](index=39&type=section&id=Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as assessed by its principal officers - The Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of June 30, 2023[272](index=272&type=chunk) [Internal Control over Financial Reporting](index=39&type=section&id=Internal%20Control%20over%20Financial%20Reporting) This section reports that there have been no material changes to the company's internal control over financial reporting during the most recent fiscal quarter - There has been **no change** in the company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting during the most recently completed fiscal quarter[258](index=258&type=chunk) [PART II – OTHER INFORMATION](index=40&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part provides additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) Beard Energy Transition Acquisition Corp. reported that there is no material litigation, arbitration, or governmental proceeding currently pending against the company or any members of its management team - There is **no material litigation, arbitration, or governmental proceeding** currently pending against the company or its management team[275](index=275&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) The primary risk factor identified is the substantial doubt about the company's ability to continue as a 'going concern' due to a working capital deficit and insufficient cash outside the Trust Account to operate until the business combination deadline. There is no assurance that the approved extension will lead to a successful business combination or that sufficient capital will be available - The company's financial condition raises **substantial doubt** about its ability to continue as a '**going concern**' through one year from the date of the financial statements if a business combination is not consummated[276](index=276&type=chunk)[277](index=277&type=chunk) - As of June 30, 2023, the company had a **working capital deficit of $29,510** and **$366,798** in its operating bank account, which is anticipated to be **insufficient to operate** until the **December 29, 2023**, business combination deadline[277](index=277&type=chunk) - There is **no assurance** that the approved extension will enable the company to consummate a business combination, and redemptions could leave insufficient cash[261](index=261&type=chunk)[278](index=278&type=chunk) - Management plans to address this uncertainty through a business combination and expects the sponsor to provide Working Capital Loans, but there is **no assurance that financing sources will be available**[260](index=260&type=chunk) [Item 2. Recent Sales of Securities; Use of Proceeds from Registered Offerings](index=41&type=section&id=Item%202.%20Recent%20Sales%20of%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Offerings) This item states that it is 'Not applicable,' indicating no recent sales of unregistered securities or changes in the use of proceeds from registered offerings to report - This item is **not applicable**, indicating no recent sales of securities or changes in the use of proceeds from registered offerings to report[282](index=282&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported 'None' for defaults upon senior securities, indicating no such events occurred during the reporting period - The company reported **no defaults upon senior securities**[280](index=280&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported 'None' for mine safety disclosures, indicating no relevant information to report under this item - The company reported **no mine safety disclosures**[283](index=283&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) The company reported 'None' for other information, indicating no additional material information to disclose under this item - The company reported **no other information**[283](index=283&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report, including the Business Combination Agreement, various corporate certificates, warrant agreements, and certifications required by SEC rules - Key exhibits include the **Business Combination Agreement (2.1)**, **Second Amended and Restated Certificate of Incorporation (3.4)**, **Private and Public Warrant Agreements (4.5, 4.6)**, **Support Agreement (10.1)**, **Sponsor Agreement (10.2)**, **Lock-Up Agreement (10.3)**, **Promissory Note (10.4)**, and various certifications (**31.1, 31.2, 32.1, 32.2**)[212](index=212&type=chunk)[285](index=285&type=chunk) [SIGNATURE](index=44&type=section&id=SIGNATURE) This section provides the official signature and date of filing for the financial report - The report was signed by **Sarah James, Chief Financial Officer and Chief Accounting Officer**, on **August 7, 2023**[268](index=268&type=chunk)

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed consolidated financial statements for Q1 2023 and FY 2022, detailing balance sheets, operations, equity changes, cash flows, and accounting policies [Condensed Consolidated Balance Sheets](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) | Metric | March 31, 2023 (Unaudited) | December 31, 2022 | | :----- | :------------------------- | :---------------- | | Cash | $495,088 | $1,076,578 | | Total Current Assets | $810,409 | $1,403,838 | | Investments held in Trust Account | $240,468,343 | $237,947,675 | | Total Assets | $241,278,752 | $239,351,513 | | Total Current Liabilities | $2,094,318 | $1,434,679 | | Deferred Underwriting Fee Payable | $8,050,000 | $8,050,000 | | Total Liabilities | $10,144,318 | $9,484,679 | | Total Stockholders' Deficit | $(9,333,909) | $(8,080,842) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) | Metric | Three Months ended March 31, 2023 | Three Months ended March 31, 2022 | | :----- | :-------------------------------- | :-------------------------------- | | Operating and formation costs | $684,227 | $369,028 | | Franchise tax | $50,000 | $50,000 | | Loss from operations | $(734,227) | $(419,028) | | Interest and dividend income on investments held in Trust Account | $2,520,667 | $15,144 | | Income (loss) before income taxes | $1,786,440 | $(403,884) | | Income tax expense | $(518,840) | $0 | | Net income (loss) | $1,267,600 | $(403,884) | | Net income (loss) attributable to Beard Energy Transition Acquisition Corp. | $1,267,531 | $(403,862) | | Basic and diluted net income (loss) per share, Class A common stock | $0.07 | $(0.01) | | Basic and diluted net loss per share, Class V common stock | $(0.04) | $(0.01) | [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20DEFICIT) | Metric | Balance – December 31, 2022 | Balance – March 31, 2023 | | :----- | :-------------------------- | :----------------------- | | Redeemable Class A Common Stock Amount | $237,947,676 | $240,468,343 | | Class V Common Stock Amount | $575 | $575 | | Accumulated Deficit | $(8,001,245) | $(9,254,381) | | Noncontrolling Interest in Subsidiary | $(80,172) | $(80,103) | | Total Stockholders' Deficit | $(8,080,842) | $(9,333,909) | | Net income (loss) | $1,267,600 | $(403,884) | | Subsequent accretion of Class A common stock subject to redemption | $2,520,667 | $15,144 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) | Metric | Three Months ended March 31, 2023 | Three Months ended March 31, 2022 | | :----- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(581,120) | $(206,870) | | Net cash used in financing activities | $(370) | $(11) | | Net Change in Cash | $(581,490) | $(206,881) | | Cash - End of period | $495,088 | $1,525,893 | | Supplemental disclosures of non-cash investing and financing activities: Subsequent accretion of Class A common stock subject to redemption | $2,520,667 | $15,144 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Detailed explanations of organization, accounting policies, IPO, related party transactions, warrants, equity, commitments, income tax, and fair value measurements [NOTE 1. Description of Organization and Business Operations](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - The Company, **Beard Energy Transition Acquisition Corp.**, was incorporated on **February 8, 2021**, as a **blank check company** to effect a business combination; it earns **non-operating income** from interest on IPO proceeds until a business combination is completed[8](index=8&type=chunk) - The Initial Public Offering (IPO) was consummated on **November 29, 2021**, generating gross proceeds of **$230,000,000** from **23,000,000 units**, including the over-allotment option, and simultaneously sold **12,225,000 Private Placement Warrants** for **$12,225,000**[8](index=8&type=chunk)[165](index=165&type=chunk) - The Company has **18 months** (or **21 months**, if extended) from the IPO closing to complete a Business Combination, with failure resulting in redemption of Public Shares and liquidation[11](index=11&type=chunk) [NOTE 2. Summary of Significant Accounting Policies](index=9&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Summarizes key accounting policies for consolidation, estimates, cash, investments, offering costs, warrants, equity, income taxes, and fair value measurements [Liquidity, Capital Resources, and Going Concern](index=9&type=section&id=Liquidity,%20Capital%20Resources,%20and%20Going%20Concern) - As of **March 31, 2023**, the Company had a working capital deficit of **$1,283,909** and cash of **$495,088** in its operating bank account[198](index=198&type=chunk) - Cash held outside the Trust Account is **insufficient to operate until May 29, 2023**, the deadline for a Business Combination, raising **substantial doubt** about the Company's ability to continue as a going concern[198](index=198&type=chunk) - Management plans to address liquidity through a Business Combination and expects access to Working Capital Loans, though there's **no current commitment** for additional capital[170](index=170&type=chunk)[198](index=198&type=chunk) [Principles of Consolidation and Financial Statement Presentation](index=9&type=section&id=Principles%20of%20Consolidation%20and%20Financial%20Statement%20Presentation) - The condensed consolidated financial statements are prepared in **U.S. GAAP**, conforming to SEC rules for interim reporting, and include the accounts of the Company and its majority-owned operating subsidiary, Opco, after eliminating intercompany transactions[199](index=199&type=chunk) [Use of Estimates](index=9&type=section&id=Use%20of%20Estimates) - Financial statement preparation requires management to make estimates and assumptions, particularly for the initial valuation of **Public Warrants**, **Private Placement Warrants**, and **Class A common stock** subject to redemption[200](index=200&type=chunk)[202](index=202&type=chunk) [Cash and Cash Equivalents](index=10&type=section&id=Cash%20and%20Cash%20Equivalents) - The Company considers short-term investments with original maturities of **three months or less** to be cash and cash equivalents, with **no cash equivalents** held as of **March 31, 2023**, and **December 31, 2022**[18](index=18&type=chunk) [Investments Held in Trust Account](index=10&type=section&id=Investments%20Held%20in%20Trust%20Account) - Assets in the Trust Account consist solely of **U.S. government securities** or money market funds investing in U.S. government securities, with maturities of **185 days or less**, and are presented at fair value[173](index=173&type=chunk) [Offering Costs associated with the Initial Public Offering](index=10&type=section&id=Offering%20Costs%20associated%20with%20the%20Initial%20Public%20Offering) - Offering costs totaled **$13,308,754**, comprising **$4,600,000** in cash underwriting fees, **$8,050,000** in deferred underwriting fees, and **$658,754** in other costs[20](index=20&type=chunk) - These costs were recorded as a reduction of **temporary equity ($12,512,144)** and **permanent equity ($796,610)**[20](index=20&type=chunk) [Warrants (Accounting Policy)](index=10&type=section&id=Warrants%20(Accounting%20Policy)) - Warrants are classified as either equity or liability based on **ASC 480** and **ASC 815** guidance, considering if they are freestanding, meet liability definitions, and satisfy equity classification requirements, with **Public and Private Placement Warrants** being equity-classified[203](index=203&type=chunk) [Concentration of Credit Risk](index=10&type=section&id=Concentration%20of%20Credit%20Risk) - The Company's credit risk concentration is in a cash account that may exceed **FDIC insurance limits ($250,000)**, but management believes the risk is **not significant** due to no historical losses[44](index=44&type=chunk) [Net Income (Loss) Per Common Share (Accounting Policy)](index=11&type=section&id=Net%20Income%20(Loss)%20Per%20Common%20Share%20(Accounting%20Policy)) - Net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average common shares outstanding, with warrants **not included** in diluted EPS calculation as their exercise is contingent on future events[22](index=22&type=chunk) - Remeasurement of Class A common stock accretion to redemption value is treated as **dividends paid** for EPS calculation[22](index=22&type=chunk) - As of **March 31, 2023**, and **December 31, 2022**, **no Founder Shares** were subject to forfeiture, and **no dilutive securities** existed, making diluted EPS equal to basic EPS[177](index=177&type=chunk) [Financial Instruments (Fair Value)](index=11&type=section&id=Financial%20Instruments%20(Fair%20Value)) - The fair value of the Company's financial assets and liabilities approximates their carrying amounts due to their **short-term nature**[207](index=207&type=chunk) [Fair Value Measurement (Hierarchy)](index=12&type=section&id=Fair%20Value%20Measurement%20(Hierarchy)) - **ASC 820** establishes a fair value hierarchy (**Level 1, 2, 3**) based on input observability, where Level 1 uses unadjusted quoted prices in active markets, Level 2 uses observable inputs other than quoted prices, and Level 3 uses unobservable inputs requiring significant judgment[48](index=48&type=chunk)[179](index=179&type=chunk) [Class A Common Stock Subject to Possible Redemption (Accounting Policy)](index=12&type=section&id=Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption%20(Accounting%20Policy)) - Class A common stock with redemption features not solely within the Company's control is classified outside permanent equity at redemption value, with changes reflected in accumulated deficit[25](index=25&type=chunk)[209](index=209&type=chunk) - On **March 31, 2023**, a **$2,520,667** adjustment was recorded to present redeemable Class A common stock at redemption value, reflected in accumulated deficit[209](index=209&type=chunk) [Income Taxes (Accounting Policy)](index=12&type=section&id=Income%20Taxes%20(Accounting%20Policy)) - The Company uses the **asset and liability method (ASC 740)** for income taxes, recognizing deferred tax assets and liabilities for temporary differences, with valuation allowances established when necessary[180](index=180&type=chunk) - **No unrecognized tax benefits** or accrued interest/penalties were present as of **March 31, 2023**, and the Company is subject to income tax examinations since inception[27](index=27&type=chunk) [Recent Accounting Pronouncements](index=13&type=section&id=Recent%20Accounting%20Pronouncements) - Management does not believe any recently issued, but not yet effective, accounting standards would **materially affect** the condensed consolidated financial statements if currently adopted[51](index=51&type=chunk) [NOTE 3. Initial Public Offering](index=13&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) - The IPO was declared effective on **November 23, 2021**, and consummated on **November 29, 2021**, issuing **23,000,000 units** for **$230,000,000**, with each unit including one Class A common stock share and one-half of one redeemable Public Warrant[28](index=28&type=chunk) [NOTE 4. Related Party Transactions](index=14&type=section&id=NOTE%204.%20RELATED%20PARTY%20TRANSACTIONS) Details transactions and agreements with related parties, including the Sponsor and its affiliates, concerning founder shares, private placement warrants, indemnity, administrative support, and working capital loans [Founder Shares and Sponsor Shares](index=13&type=section&id=Founder%20Shares%20and%20Sponsor%20Shares) - Founder Shares consist of **Class B Units of Opco** and corresponding **Class V common stock**, exchangeable for Class A common stock post-Business Combination, while Sponsor Shares are **Class A common stock** and **Class A Units of Opco**, also exchangeable[52](index=52&type=chunk) - Initial Stockholders agreed to a **lock-up period**, not to transfer Founder or Sponsor Shares until **one year after a Business Combination**, with exceptions for certain stock price thresholds or liquidation events[54](index=54&type=chunk) - The **750,000 Founder Shares** previously subject to forfeiture were no longer subject to forfeiture due to the underwriter's over-allotment option being exercised in full[52](index=52&type=chunk) [Private Placement Warrants (Related Party)](index=14&type=section&id=Private%20Placement%20Warrants%20(Related%20Party)) - The Company sold **12,225,000 Private Placement Warrants** to the Sponsor at **$1.00 each**, generating **$12,225,000**, with proceeds added to the Trust Account[215](index=215&type=chunk) - If a Business Combination is not completed within the Combination Period, these warrants will **expire worthless**, and their proceeds will fund the redemption of Public Shares[215](index=215&type=chunk) [Indemnity](index=14&type=section&id=Indemnity) - The Sponsor is liable for claims by third parties that reduce Trust Account funds below **$10.20 per Public Share** (or less, if trust assets reduce value), net of taxes, unless the third party waived rights to Trust Account monies[31](index=31&type=chunk) - The Company seeks waivers from vendors and service providers to reduce the likelihood of the Sponsor needing to indemnify the Trust Account[57](index=57&type=chunk) [Promissory Note - Related Party](index=15&type=section&id=Promissory%20Note%20-%20Related%20Party) - The Sponsor loaned the Company up to **$300,000** via a **non-interest bearing promissory note** to cover IPO expenses, which was fully repaid on **November 30, 2021**, with **no balance outstanding** as of **March 31, 2023**, and **December 31, 2022**[218](index=218&type=chunk)[107](index=107&type=chunk) [Advance from Related Party](index=15&type=section&id=Advance%20from%20Related%20Party) - The Company has an agreement to reimburse an affiliate of the Sponsor up to **$25,000 per month** for administrative support, ceasing upon completion of a Business Combination[33](index=33&type=chunk) - Expenses incurred and paid under this agreement were **$50,001** for both the three months ended **March 31, 2023**, and **March 31, 2022**[33](index=33&type=chunk) [Administrative Support Agreement](index=15&type=section&id=Administrative%20Support%20Agreement) - The Sponsor, officers, directors, or their affiliates are reimbursed for out-of-pocket expenses related to identifying target businesses and due diligence, with **no cap** on reimbursement[58](index=58&type=chunk) - For the three months ended **March 31, 2023**, **$1,408** was paid by affiliate employees for operational expenses, and **$353** was repaid to them; for the same period in **2022**, **$198** was paid and **$209** repaid[58](index=58&type=chunk) [Working Capital Loans](index=15&type=section&id=Working%20Capital%20Loans) - The Sponsor or affiliates may loan funds for transaction costs or working capital (**"Working Capital Loans"**), repayable from Trust Account proceeds if a Business Combination closes, or from outside funds otherwise[60](index=60&type=chunk) - Up to **$1,500,000** of Working Capital Loans may be convertible into warrants identical to Private Placement Warrants at **$1.00 per warrant**, at the lender's discretion[60](index=60&type=chunk) - **No balance** was outstanding under Working Capital Loans as of **March 31, 2023**, and **December 31, 2022**[60](index=60&type=chunk) [NOTE 5. Warrants](index=16&type=section&id=NOTE%205.%20WARRANTS) - Public Warrants become exercisable **30 days post-Business Combination**, allowing purchase of Class A common stock at **$11.50 per share**, expiring **five years** from Business Combination completion[222](index=222&type=chunk) - The Company may redeem Public Warrants for **$0.01 each** if Class A common stock price exceeds **$18.00** for **20 trading days** within a **30-day period**, provided a registration statement is effective or cashless exercise is elected[222](index=222&type=chunk) - Private Placement Warrants are substantially identical to Public Warrants but are **non-redeemable** by the Company and may be exercised for cash or on a **"cashless basis"** by the Sponsor or permitted transferees[38](index=38&type=chunk) [NOTE 6. Stockholders' Deficit](index=17&type=section&id=NOTE%206.%20STOCKHOLDERS'%20DEFICIT) Details the components of stockholders' deficit, including authorized and outstanding shares of preferred stock, Class A common stock, Class V common stock, and Class A/B Units of Opco, along with their rights and conversion features [Preferred Stock](index=17&type=section&id=Preferred%20Stock) - The Company is authorized to issue **1,000,000 shares of preferred stock ($0.0001 par value)**, but **no shares** were issued or outstanding as of **March 31, 2023**, and **December 31, 2022**[63](index=63&type=chunk) [Class A Common Stock](index=17&type=section&id=Class%20A%20Common%20Stock) - The Company is authorized to issue **200,000,000 shares of Class A common stock ($0.0001 par value)**; as of **March 31, 2023**, and **December 31, 2022**, **23,001,250 shares** were issued and outstanding, all subject to possible redemption[63](index=63&type=chunk) [Class V Common Stock](index=17&type=section&id=Class%20V%20Common%20Stock) - The Company is authorized to issue **20,000,000 shares of Class V common stock ($0.0001 par value)**; as of **March 31, 2023**, and **December 31, 2022**, **5,751,250 shares** were issued and outstanding[63](index=63&type=chunk) - Class V common stockholders and Class A common stockholders vote together as a **single class** on most matters[63](index=63&type=chunk) [Class A and Class B Units issued by Opco](index=18&type=section&id=Class%20A%20and%20Class%20B%20Units%20issued%20by%20Opco) - **Class B Units of Opco** are profits interest only units with **no initial value**, converting to Class A Units of Opco on a **one-for-one basis** upon a Business Combination[226](index=226&type=chunk) - Holders of Class A Units of Opco (excluding the Company) can exchange them (and corresponding Class V common stock) for Class A common stock or cash, at the Company's option, post-Business Combination[226](index=226&type=chunk) [Registration and Stockholder Rights Agreement](index=18&type=section&id=Registration%20and%20Stockholder%20Rights%20Agreement) - Holders of Founder Shares, Sponsor Shares, Private Placement Warrants, and Working Capital Loan warrants have **registration rights**, allowing them to demand registration for resale of these securities[227](index=227&type=chunk) - The Company bears the expenses for filing such registration statements[227](index=227&type=chunk) [NOTE 7. Commitments and Contingencies](index=18&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) Outlines the Company's commitments and contingencies, specifically detailing the underwriting agreement terms, including cash and deferred underwriting commissions [Underwriting Agreement](index=18&type=section&id=Underwriting%20Agreement) - The underwriter received a cash underwriting discount of **$4,600,000** (**2% of gross proceeds**) and is entitled to a deferred underwriting commission of **$8,050,000** (**3.5% of gross proceeds**) held in the Trust Account, payable upon completion of an initial Business Combination[42](index=42&type=chunk) - The underwriter waived rights to the deferred commission if a Business Combination is not completed within the Combination Period, in which case the funds would be available for Public Share redemption[196](index=196&type=chunk) [NOTE 8. Income Tax](index=19&type=section&id=NOTE%208.%20INCOME%20TAX) - The Company's effective tax rate was **29%** for the three months ended **March 31, 2023**, and **0.0%** for the same period in **2022**, differing from the **21% statutory rate** primarily due to a **full valuation allowance** on deferred tax assets[95](index=95&type=chunk) - The Company uses a **discrete effective tax rate method** for interim reporting due to uncertainty in estimating annual pretax earnings[95](index=95&type=chunk) [NOTE 9. Fair Value Measurements](index=20&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) | Description | Value (March 31, 2023) | Level 1 | Level 2 | Level 3 | | :---------- | :--------------------- | :------ | :------ | :------ | | Investments held in Trust Account: U.S. Treasury Securities Money Market Funds | $240,468,343 | $240,468,343 | $— | $— | | Description | Amount at Fair Value (December 31, 2022) | Level 1 | Level 2 | Level 3 | | Investments held in Trust Account: U.S. Treasury Securities Money Market Funds | $237,947,675 | $237,947,675 | $— | $— | - Assets held in the Trust Account are solely **U.S. government securities** or money market funds investing in them, generally having a readily determinable fair value and classified as **Level 1 measurements**[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on the Company's financial condition and operational results, including forward-looking statements, overview, liquidity, related party transactions, warrants, off-balance sheet arrangements, contractual obligations, critical accounting policies, and recent accounting standards [Cautionary Note Regarding Forward-Looking Statements](index=21&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) - The report contains forward-looking statements about future events, including business combinations and financing, which are subject to **known and unknown risks and uncertainties**[70](index=70&type=chunk) - The Company disclaims any obligation to update or revise forward-looking statements unless required by applicable securities law[70](index=70&type=chunk) [Overview](index=21&type=section&id=Overview) - **Beard Energy Transition Acquisition Corp.** is a **blank check company** formed on **February 8, 2021**, to effect a business combination, and has a **non-binding letter of intent** with a private company[233](index=233&type=chunk) - The Company has not engaged in operations or generated revenues to date, with activities focused on organizational tasks, IPO preparation, and searching for a business combination, earning **non-operating income** from interest on cash and cash equivalents[73](index=73&type=chunk) - Issuance of additional shares or debt could dilute equity, subordinate rights, delay change of control, or adversely affect market prices, and significant debt could lead to default or limit financial flexibility[99](index=99&type=chunk)[72](index=72&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) | Metric | Three Months ended March 31, 2023 | Three Months ended March 31, 2022 | | :----- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $1,267,600 | $(403,862) | | Interest income on investments held in trust account | $2,520,667 | $15,144 | | Operating and formation costs | $684,227 | $369,028 | | Income tax expense | $518,840 | $0 | | Franchise tax expense | $50,000 | $50,000 | - Net income for **Q1 2023** was **$1,267,600**, primarily from **$2,520,667** in interest income, offset by **$684,227** in operating costs and **$518,840** in income tax expense, representing a **significant improvement** from a net loss of **$403,862** in **Q1 2022**[235](index=235&type=chunk) [Liquidity, Capital Resources and Going Concern](index=23&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern) | Metric | March 31, 2023 | December 31, 2022 | | :----- | :------------- | :---------------- | | Cash | $495,088 | $1,076,578 | | Current Liabilities | $2,094,318 | $1,434,679 | | Deferred Underwriting Compensation | $8,050,000 | $8,050,000 | - Net cash used in operating activities was **$581,120** for **Q1 2023**, primarily due to operational, income, and franchise taxes, compared to **$206,870** for **Q1 2022**[102](index=102&type=chunk)[75](index=75&type=chunk) - The Company's cash outside the trust account (**$495,088** as of **March 31, 2023**) is **insufficient to operate until May 29, 2023**, raising **substantial doubt** about its ability to continue as a going concern[104](index=104&type=chunk)[120](index=120&type=chunk) - A special meeting is scheduled for **May 25, 2023**, to vote on extending the business combination deadline from **18/21 months to 25 months**, with the Sponsor potentially depositing **$100,000 monthly** into the Trust Account if the extension is approved[77](index=77&type=chunk)[80](index=80&type=chunk) [Related Party Transactions](index=24&type=section&id=Related%20Party%20Transactions) - The Company reimburses an affiliate of the Sponsor up to **$25,000 monthly** for administrative support, with expenses incurred and paid totaling **$50,001** for both **Q1 2023** and **Q1 2022**[105](index=105&type=chunk) - The Sponsor, officers, and directors are reimbursed for out-of-pocket expenses related to identifying target businesses, with **no cap**, and payments for operational expenses by affiliate employees were **$1,408 (Q1 2023)** and **$200 (Q1 2022)**[78](index=78&type=chunk) - Working Capital Loans from the Sponsor or affiliates may be used to finance transaction costs, with up to **$1,500,000** convertible into warrants, and **no outstanding balance** as of **March 31, 2023**[107](index=107&type=chunk) [Private Placement Warrants](index=25&type=section&id=Private%20Placement%20Warrants) - The Sponsor purchased **12,225,000 private placement warrants** for **$12,225,000**, exercisable at **$11.50 per share** for Class A common stock[81](index=81&type=chunk) - These warrants are **non-redeemable** and exercisable for cash or on a **cashless basis** as long as held by the Sponsor or permitted transferees, and are generally **not transferable** until **30 days after a business combination**[81](index=81&type=chunk) [Off-Balance Sheet Arrangements](index=26&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company had **no off-balance sheet arrangements** as of **March 31, 2023**, and **December 31, 2022**[83](index=83&type=chunk) [Contractual Obligations](index=26&type=section&id=Contractual%20Obligations) - Holders of founder shares, Sponsor shares, private placement warrants, and working capital loan warrants are entitled to **registration rights**, requiring the Company to register these securities for resale[110](index=110&type=chunk) - The Company will bear the expenses incurred in connection with filing such registration statements[110](index=110&type=chunk) [Critical Accounting Policies](index=26&type=section&id=Critical%20Accounting%20Policies) Highlights accounting policies requiring significant management judgment and estimation, specifically regarding warrant classification, redeemable Class A common stock, and net income (loss) per common share calculation [Warrants (Critical Accounting Policy)](index=26&type=section&id=Warrants%20(Critical%20Accounting%20Policy)) - Warrants are classified as equity or liability based on **ASC 480** and **ASC 815**, requiring professional judgment at issuance and each quarter-end, with **Public and private placement warrants** being equity-classified[85](index=85&type=chunk) [Class A Common Stock Subject to Redemption (Critical Accounting Policy)](index=27&type=section&id=Class%20A%20Common%20Stock%20Subject%20to%20Redemption%20(Critical%20Accounting%20Policy)) - Class A common stock with redemption features not solely controlled by the Company is classified outside permanent equity at redemption value, with changes recognized in accumulated deficit[114](index=114&type=chunk) [Net Income (Loss) Per Share of Common Stock (Critical Accounting Policy)](index=27&type=section&id=Net%20Income%20(Loss)%20Per%20Share%20of%20Common%20Stock%20(Critical%20Accounting%20Policy)) - Net income (loss) per common share is calculated using weighted-average shares outstanding, warrants are excluded from diluted EPS due to contingent exercise, and accretion to redemption value of Class A common stock is treated as dividends for EPS[87](index=87&type=chunk) [Recent Accounting Standards](index=27&type=section&id=Recent%20Accounting%20Standards) - Management does not believe any recently issued, but not yet effective, accounting standards would **materially affect** the condensed consolidated financial statements[88](index=88&type=chunk) [JOBS Act](index=27&type=section&id=JOBS%20Act) - The Company qualifies as an **"emerging growth company"** under the JOBS Act, allowing it to delay adoption of new accounting standards and benefit from relaxed reporting requirements, such as exemption from Section 404 attestation and certain compensation disclosures[115](index=115&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company is a smaller reporting company and is not required to provide the information typically required by this item, as per Item 305(e) of Regulation S-K - As a **smaller reporting company**, the Company is exempt from providing quantitative and qualitative disclosures about market risk under **Item 305(e) of Regulation S-K**[116](index=116&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Details the Company's disclosure controls and procedures and internal control over financial reporting, confirming their effectiveness as of March 31, 2023, and noting no material changes in internal control during the quarter [Disclosure Controls and Procedures](index=28&type=section&id=Disclosure%20Controls%20and%20Procedures) - As of **March 31, 2023**, the CEO and CFO evaluated the effectiveness of disclosure controls and procedures and concluded they were **effective**[117](index=117&type=chunk) [Internal Control over Financial Reporting](index=28&type=section&id=Internal%20Control%20over%20Financial%20Reporting) - There has been **no material change** in the Company's internal control over financial reporting during the most recently completed fiscal quarter[129](index=129&type=chunk) PART II – OTHER INFORMATION [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) Refers to risk factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, and highlights substantial doubt about the Company's ability to continue as a going concern - The Company's financial condition raises **substantial doubt** about its ability to continue as a **"going concern"** if a Business Combination is not consummated within **one year** from the financial statements' issuance date[120](index=120&type=chunk) - Management plans to address the going concern uncertainty through a Business Combination and expects the Sponsor to provide Working Capital Loans for liquidity, though there's **no assurance of success** or additional capital availability[93](index=93&type=chunk) - The Company may maintain Trust Account funds in an interest-bearing demand deposit account, which could **reduce interest income** available for taxes, dissolution expenses, or public stockholder distributions[131](index=131&type=chunk) [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) There is no material litigation, arbitration, or governmental proceeding currently pending against the Company or its management team - **No material litigation**, arbitration, or governmental proceedings are currently pending against the Company or its management[119](index=119&type=chunk) [Item 2. Recent Sales of Securities; Use of Proceeds from Registered Offerings](index=30&type=section&id=Item%202.%20Recent%20Sales%20of%20Securities;%20Use%20of%20Proceeds%20from%20Registered%20Offerings) This section states "None," indicating no recent sales of securities or use of proceeds from registered offerings to report - **No recent sales of securities** or use of proceeds from registered offerings to report[135](index=135&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states "None," indicating no defaults upon senior securities to report - **No defaults upon senior securities** to report[136](index=136&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states "Not applicable," indicating that mine safety disclosures are not relevant to the Company's operations - Mine safety disclosures are **not applicable** to the Company[137](index=137&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) This section states "None," indicating no other information to report - **No other information** to report[138](index=138&type=chunk) [Item 6. Exhibits.](index=31&type=section&id=Item%206.%20Exhibits.) Lists all exhibits filed with the Form 10-Q, including various corporate documents, warrant agreements, and certifications, many of which are incorporated by reference from previous SEC filings | Exhibit Number | Description | | :------------- | :---------- | | 3.1 | Certificate of Incorporation of the Registrant | | 3.3 | Amended and Restated Certificate of Incorporation of Beard Energy Transition Acquisition Corp. | | 4.5 | Private Warrant Agreement, dated November 23, 2021 | | 4.6 | Public Warrant Agreement, dated November 23, 2021 | | 31.1 | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | | 31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | SIGNATURE - The report was signed by **Sarah James**, Chief Financial Officer and Chief Accounting Officer, on **May 9, 2023**[236](index=236&type=chunk)

PART I [Item 1. Business.](index=3&type=section&id=Item%201.%20Business.) A blank check company formed in February 2021, it seeks to acquire an energy transition business, raising **$230 million** and operating with reduced disclosure - The company is a blank check company incorporated on February 8, 2021, for the purpose of effecting a business combination[465](index=465&type=chunk) - The company intends to target an acquisition opportunity in the electricity transmission and distribution sector, poised to benefit from increased capacity and complexity due to decarbonization and electrification trends[451](index=451&type=chunk)[473](index=473&type=chunk) - The company operates as an 'emerging growth company' and 'smaller reporting company,' which allows it to take advantage of certain exemptions from reporting requirements, such as reduced disclosure obligations and delayed adoption of new accounting standards[514](index=514&type=chunk)[515](index=515&type=chunk)[487](index=487&type=chunk)[580](index=580&type=chunk) Public Offering and Trust Account Details | Metric | Amount ($) | | :----- | :----- | | Gross Proceeds from Public Offering | 230,000,000 | | Gross Proceeds from Private Placement Warrants | 12,225,000 | | Total Gross Proceeds | 242,225,000 | | Net Proceeds Deposited in Trust Account | 234,625,500 | | Deferred Underwriting Discounts and Commissions | 8,050,000 | | Underwriting Discounts and Commissions Paid | 4,600,000 | | Loans and Advances Repaid | 244,726 | [Introduction](index=7&type=section&id=Introduction) This section provides an overview of the company's formation and purpose as a blank check company [Market Opportunity](index=8&type=section&id=Market%20Opportunity) This section outlines the market opportunities the company aims to capitalize on, particularly within the energy transition sector [Business Strategy](index=9&type=section&id=Business%20Strategy) This section details the strategic approach the company will employ to identify and execute a business combination [Acquisition Criteria](index=10&type=section&id=Acquisition%20Criteria) This section describes the specific criteria the company will use to evaluate potential target businesses for acquisition [Initial Business Combination](index=10&type=section&id=Initial%20Business%20Combination) This section explains the process and considerations for the company's initial business combination [Our Acquisition Process](index=11&type=section&id=Our%20Acquisition%20Process) This section details the step-by-step process the company follows to identify, evaluate, and acquire a target business [Status as a Public Company](index=12&type=section&id=Status%20as%20a%20Public%20Company) This section describes the company's regulatory status and obligations as a publicly traded entity [Financial Position](index=13&type=section&id=Financial%20Position) This section provides an overview of the company's financial standing and resources [Effecting our Initial Business Combination](index=14&type=section&id=Effecting%20our%20Initial%20Business%20Combination) This section outlines the mechanisms and procedures for completing the company's initial business combination [Selection of a Target Business and Structuring of our Initial Business Combination](index=15&type=section&id=Selection%20of%20a%20Target%20Business%20and%20Structuring%20of%20our%20Initial%20Business%20Combination) This section details the methodology for selecting a target business and structuring the initial business combination [Lack of Business Diversification](index=16&type=section&id=Lack%20of%20Business%20Diversification) This section addresses the risks associated with the company's lack of diversification prior to a business combination [Limited Ability to Evaluate the Target's Management Team](index=16&type=section&id=Limited%20Ability%20to%20Evaluate%20the%20Target's%20Management%20Team) This section discusses the challenges in thoroughly evaluating the management team of a target business [Stockholders May Not Have the Ability to Approve our Initial Business Combination](index=17&type=section&id=Stockholders%20May%20Not%20Have%20the%20Ability%20to%20Approve%20our%20Initial%20Business%20Combination) This section highlights the potential for stockholders to lack approval rights over the initial business combination [Permitted Purchases of our Securities](index=17&type=section&id=Permitted%20Purchases%20of%20our%20Securities) This section describes the conditions under which the company's securities may be purchased [Redemption Rights for Public Stockholders Upon Completion of our Initial Business Combination](index=18&type=section&id=Redemption%20Rights%20for%20Public%20Stockholders%20Upon%20Completion%20of%20our%20Initial%20Business%20Combination) This section details the rights of public stockholders to redeem their shares upon completion of an initial business combination [Limitations on Redemptions](index=19&type=section&id=Limitations%20on%20Redemptions) This section outlines the restrictions and limitations that may apply to stockholder redemptions [Manner of Conducting Redemptions](index=19&type=section&id=Manner%20of%20Conducting%20Redemptions) This section describes the procedures and methods for conducting stockholder redemptions [Limitation on Redemption Upon Completion of our Initial Business Combination if we Seek Stockholder Approval](index=20&type=section&id=Limitation%20on%20Redemption%20Upon%20Completion%20of%20our%20Initial%20Business%20Combination%20if%20we%20Seek%20Stockholder%20Approval) This section explains the limitations on redemption rights when stockholder approval is sought for a business combination [Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights](index=21&type=section&id=Tendering%20Stock%20Certificates%20in%20Connection%20with%20a%20Tender%20Offer%20or%20Redemption%20Rights) This section addresses the process of tendering stock certificates in relation to tender offers or redemption rights [Redemption of Public Shares and Liquidation if no Initial Business Combination](index=22&type=section&id=Redemption%20of%20Public%20Shares%20and%20Liquidation%20if%20no%20Initial%20Business%20Combination) This section outlines the procedures for redeeming public shares and liquidating the company if an initial business combination is not completed [Limited Payments to Insiders](index=26&type=section&id=Limited%20Payments%20to%20Insiders) This section discusses the restrictions on payments made to company insiders [Competition](index=26&type=section&id=Competition) This section addresses the competitive landscape the company faces in identifying and acquiring a target business [Human Capital Management](index=26&type=section&id=Human%20Capital%20Management) This section provides information regarding the company's approach to managing its human capital [Periodic Reporting and Financial Information](index=27&type=section&id=Periodic%20Reporting%20and%20Financial%20Information) This section details the company's obligations regarding periodic reporting and financial disclosures [Item 1A. Risk Factors.](index=29&type=section&id=Item%201A.%20Risk%20Factors.) The company faces significant risks from its blank check nature, including business combination uncertainty, potential dilution, conflicts of interest, and regulatory changes - The company has no operating history or revenues, making it difficult to evaluate its ability to achieve its business objective of completing an initial business combination[30](index=30&type=chunk)[615](index=615&type=chunk) - Failure to complete a business combination within 18-21 months from the Public Offering closing will result in liquidation, with public stockholders receiving approximately **$10.20 per share** and warrants expiring without value[36](index=36&type=chunk)[588](index=588&type=chunk)[622](index=622&type=chunk) - A new **1% U.S. federal excise tax** on stock repurchases (including redemptions) after December 31, 2022, could reduce the cash available for distribution in a subsequent liquidation[39](index=39&type=chunk)[40](index=40&type=chunk)[591](index=591&type=chunk)[625](index=625&type=chunk) - Conflicts of interest may arise due to officers and directors allocating time to other businesses, potential affiliated transactions, and their financial incentives tied to completing a business combination[119](index=119&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[149](index=149&type=chunk)[510](index=510&type=chunk)[553](index=553&type=chunk)[69](index=69&type=chunk) [Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks](index=29&type=section&id=Risks%20Relating%20to%20our%20Search%20for%2C%20Consummation%20of%2C%20or%20Inability%20to%20Consummate%2C%20a%20Business%20Combination%20and%20Post-Business%20Combination%20Risks) This section details the various risks associated with the company's efforts to find, complete, or fail to complete a business combination, as well as post-combination risks [Risks Relating to our Securities](index=47&type=section&id=Risks%20Relating%20to%20our%20Securities) This section outlines the risks specifically pertaining to the company's securities, including potential volatility and liquidity issues [Risks Relating to our Sponsor and Management Team](index=57&type=section&id=Risks%20Relating%20to%20our%20Sponsor%20and%20Management%20Team) This section addresses risks stemming from the company's sponsor and management team, including potential conflicts of interest and limited resources [General Risk Factors](index=63&type=section&id=General%20Risk%20Factors) This section covers broader risk factors that could impact the company's operations and financial performance [Item 1B. Unresolved Staff Comments.](index=65&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company has no unresolved staff comments from the SEC - The company has no unresolved staff comments[243](index=243&type=chunk) [Item 2. Properties.](index=65&type=section&id=Item%202.%20Properties.) The company's executive offices are located in New York, NY, and the current office space is considered adequate for its operations - The company's executive offices are located at 595 Madison Avenue, 28th Floor, New York, NY 10022[150](index=150&type=chunk) - The current office space is considered adequate for current operations[150](index=150&type=chunk) [Item 3. Legal Proceedings.](index=65&type=section&id=Item%203.%20Legal%20Proceedings.) There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management team - There is no material litigation, arbitration or governmental proceeding currently pending against the company or any members of its management team[244](index=244&type=chunk) [Item 4. Mine Safety Disclosures.](index=65&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) The company is not subject to mine safety disclosures - The company is not applicable for mine safety disclosures[246](index=246&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](index=66&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's units, Class A common stock, and public warrants trade on the NYSE under symbols BRD.U, BRD, and BRD.WS, respectively, with no cash dividends paid to date - Units, Class A common stock, and public warrants trade on the NYSE under symbols BRD.U, BRD, and BRD.WS, respectively, since November 29, 2021, with separate trading commencing January 14, 2022[250](index=250&type=chunk)[500](index=500&type=chunk) - The company has not paid cash dividends and does not intend to prior to the completion of a business combination[53](index=53&type=chunk) - No securities are authorized for issuance under equity compensation plans[54](index=54&type=chunk) Holders of Record (March 7, 2023) | Security Type | Number of Holders | | :------------ | :---------------- | | Units | 1 | | Class A Common Stock | 1 | | Class V Common Stock | 2 | | Public Warrants | 1 | | Private Placement Warrants | 1 | [Market Information](index=66&type=section&id=Market%20Information) This section provides details on where the company's securities are traded and their trading symbols [Holders](index=66&type=section&id=Holders) This section lists the number of record holders for various classes of the company's securities [Dividends](index=66&type=section&id=Dividends) This section discusses the company's dividend policy and history [Securities Authorized for Issuance Under Equity Compensation Plans](index=66&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) This section details any securities authorized for issuance under equity compensation plans [Recent Sales of Securities; Use of Proceeds from Registered Offerings](index=66&type=section&id=Recent%20Sales%20of%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Offerings) This section provides information on recent sales of securities and the use of proceeds from registered offerings [Item 6. Reserved](index=67&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=68&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) A blank check company with no operating history, it focuses on a business combination, reported **$1.2 million** net income in 2022, but faces going concern doubts due to limited capital - The company is a blank check company with no operating results or revenues to date, with activities focused on organizational tasks and searching for an initial business combination[30](index=30&type=chunk)[157](index=157&type=chunk)[723](index=723&type=chunk) - The company's financial condition raises substantial doubt about its ability to continue as a going concern, with a working capital deficit of **$30,841** as of December 31, 2022, and insufficient cash outside the trust account to operate until the business combination deadline of May 29, 2023[37](index=37&type=chunk)[589](index=589&type=chunk)[67](index=67&type=chunk)[212](index=212&type=chunk)[728](index=728&type=chunk)[106](index=106&type=chunk) Financial Performance Summary | Metric | Year Ended Dec 31, 2022 | Period Feb 8, 2021 (inception) - Dec 31, 2021 | | :------------------------------------ | :---------------------- | :------------------------------------------------ | | Net Income (Loss) | $1,207,341 | $(281,753) | | Interest Income on Trust Account | $3,320,716 | $1,459 | | Operating and Formation Costs | $1,293,844 | $105,070 | | Income Tax Expense | $617,905 | $0 | | Franchise Tax Expense | $201,626 | $178,142 | [Overview](index=68&type=section&id=Overview) This section provides a general overview of the company's financial condition and operational focus [Results of Operations](index=69&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance and key operational outcomes for the reported periods [Liquidity, Capital Resources and Going Concern](index=70&type=section&id=Liquidity%20Capital%20Resources%20and%20Going%20Concern) This section discusses the company's liquidity, capital resources, and the assessment of its ability to continue as a going concern [Item 7A. Quantitative and Qualitative Disclosures About Market Risk.](index=74&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section refers to the financial statements for quantitative and qualitative disclosures about market risk, indicating no separate discussion is provided here - Reference is made to Pages F-1 through F-23 (financial statements) for quantitative and qualitative disclosures about market risk[740](index=740&type=chunk) [Item 8. Financial Statements and Supplementary Data.](index=74&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This item indicates that the financial statements and supplementary data are included elsewhere in the report - The financial statements and supplementary data are included elsewhere in the report[194](index=194&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.](index=74&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in or disagreements with accountants on accounting and financial disclosure[195](index=195&type=chunk)[223](index=223&type=chunk) [Item 9A. Controls and Procedures.](index=75&type=section&id=Item%209A.%20Controls%20and%20Procedures.) The CEO and CFO concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[196](index=196&type=chunk) - Management assessed the effectiveness of its internal control over financial reporting as of December 31, 2022, using COSO criteria, and concluded it was effective[197](index=197&type=chunk) - There has been no material change in internal control over financial reporting during the most recently completed fiscal quarter[251](index=251&type=chunk) [Disclosure Controls and Procedures](index=75&type=section&id=Disclosure%20Controls%20and%20Procedures) This section describes the company's disclosure controls and procedures and their effectiveness [Management's Annual Report on Internal Control over Financial Reporting](index=75&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) This section presents management's annual report on the effectiveness of internal control over financial reporting [Item 9B. Other Information.](index=75&type=section&id=Item%209B.%20Other%20Information.) This item is not applicable and contains no information - This item is not applicable[227](index=227&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=75&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable and contains no information - This item is not applicable[227](index=227&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance.](index=76&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) The board, led by CEO Gregory A. Beard and CFO Sarah James, operates as a 'controlled company' with governance exemptions, established committees, and significant conflicts of interest - The company is a 'controlled company' under NYSE rules because initial stockholders have the right to elect all directors prior to a business combination, allowing it to elect not to comply with certain corporate governance requirements[131](index=131&type=chunk)[261](index=261&type=chunk) - The board has three standing committees: audit, compensation, and nominating and corporate governance. Messrs. Reeves, Cherington, and Lurie are independent directors, with Mr. Reeves as audit committee financial expert and Mr. Cherington chairing compensation and nominating committees[263](index=263&type=chunk)[264](index=264&type=chunk)[265](index=265&type=chunk)[296](index=296&type=chunk)[298](index=298&type=chunk) - Significant conflicts of interest exist due to officers' and directors' affiliations with other entities, potential competition for acquisition opportunities, and financial incentives tied to completing a business combination[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk) Officers and Directors | Name | Age | Position | | :---------------- | :-- | :-------------------------------- | | Gregory A. Beard | 51 | Chairman of the Board and CEO | | Sarah James | 40 | CFO and Chief Accounting Officer | | Robert C. Reeves | 53 | Director | | Charles Cherington | 60 | Director | | Yoav Lurie | 39 | Director | [Officers and Directors](index=76&type=section&id=Officers%20and%20Directors) This section lists the company's executive officers and directors, including their ages and positions [Director Independence](index=78&type=section&id=Director%20Independence) This section discusses the independence status of the company's directors according to applicable listing standards [Officer and Director Compensation](index=78&type=section&id=Officer%20and%20Director%20Compensation) This section outlines the compensation arrangements for the company's officers and directors [Controlled Company Status](index=79&type=section&id=Controlled%20Company%20Status) This section explains the company's status as a 'controlled company' and its implications for corporate governance [Committees of the Board of Directors](index=79&type=section&id=Committees%20of%20the%20Board%20of%20Directors) This section describes the various committees established by the board of directors and their responsibilities [Director Nominations](index=81&type=section&id=Director%20Nominations) This section details the process for nominating directors to the company's board [Delinquent Section 16(a) Reports](index=81&type=section&id=Delinquent%20Section%2016(a)%20Reports) This section addresses any delinquent reports filed under Section 16(a) of the Exchange Act [Compensation Committee Interlocks and Insider Participation](index=81&type=section&id=Compensation%20Committee%20Interlocks%20and%20Insider%20Participation) This section discusses any interlocks among compensation committees and insider participation in compensation decisions [Code of Ethics](index=82&type=section&id=Code%20of%20Ethics) This section describes the company's code of ethics applicable to its officers, directors, and employees [Corporate Governance Guidelines](index=82&type=section&id=Corporate%20Governance%20Guidelines) This section outlines the corporate governance guidelines adopted by the company [Conflicts of Interest](index=82&type=section&id=Conflicts%20of%20Interest) This section details potential conflicts of interest involving the company's officers, directors, and sponsor [Limitation on Liability and Indemnification of Officers and Directors](index=86&type=section&id=Limitation%20on%20Liability%20and%20Indemnification%20of%20Officers%20and%20Directors) This section describes the provisions for limiting liability and indemnifying the company's officers and directors [Item 11. Executive Compensation.](index=86&type=section&id=Item%2011.%20Executive%20Compensation.) Officers and directors receive no cash compensation prior to a business combination, except for administrative support reimbursements, with post-combination fees to be disclosed - No cash compensation is paid to officers or directors for services prior to the completion of an initial business combination, other than administrative support reimbursements of **$25,000 per month** (including **$16,667** for the CFO)[25](index=25&type=chunk)[259](index=259&type=chunk)[288](index=288&type=chunk) - After a business combination, directors or management may receive consulting or management fees, with amounts to be fully disclosed to stockholders[233](index=233&type=chunk)[289](index=289&type=chunk)[316](index=316&type=chunk) - No officers currently serve, or in the past year have served, as a member of the compensation committee of any entity that has one or more officers serving on the company's board of directors[275](index=275&type=chunk)[343](index=343&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](index=87&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) This section details beneficial ownership of common stock by the sponsor, executive officers, directors, and 5% holders, including founder shares and private placement warrants - Founder shares, held by initial stockholders, represent **20%** of the total outstanding Class A common stock (assuming exchange)[346](index=346&type=chunk) - The sponsor purchased **12,225,000** private placement warrants at **$1.00 each**, exercisable for Class A common stock at **$11.50 per share**, which are generally non-transferable until 30 days after a business combination[152](index=152&type=chunk)[348](index=348&type=chunk) Beneficial Ownership of Common Stock (March 7, 2023) | Name and Address of Beneficial Owner | Class A Common Stock | Class V Common Stock | Percentage of Outstanding Common Stock | | :----------------------------------- | :------------------- | :------------------- | :------------------------------------- | | Beard Energy Transition Acquisition Sponsor LLC | — | 5,750,000 | 20.0% | | Gregory A. Beard | 1,250 | 5,751,250 | 20.0% | | Saba Capital Management, L.P. | 1,779,860 | — | 7.70% | | Highbridge Capital Management, LLC | 1,647,729 | — | 7.16% | | Adage Capital Partners, L.P. | 1,250,000 | — | 5.43% | | Sculptor Capital LP | 1,073,689 | — | 4.67% | | All executive officers and directors as a group | 1,250 | 5,751,250 | 20% | [Beneficial Ownership Table](index=88&type=section&id=Beneficial%20Ownership%20Table) This section presents a table detailing the beneficial ownership of the company's common stock [Founder Shares](index=89&type=section&id=Founder%20Shares) This section describes the founder shares held by initial stockholders and their characteristics [Private Placement Warrants](index=89&type=section&id=Private%20Placement%20Warrants) This section provides information on the private placement warrants, including their purchase and exercise terms [Item 13. Certain Relationships and Related Transactions, and Director Independence.](index=89&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) This section details related party transactions, including sponsor warrant purchases, administrative support, potential working capital loans, and registration rights, while identifying independent directors - The sponsor purchased **12,225,000** private placement warrants for **$12,225,000** simultaneously with the Public Offering[348](index=348&type=chunk) - The company reimburses its sponsor or an affiliate **$25,000 per month** for administrative support, including **$16,667** for the CFO's payments[350](index=350&type=chunk) - The sponsor or affiliates may provide Working Capital Loans, convertible into warrants, to finance transaction costs or extension funding, with no current borrowings[325](index=325&type=chunk)[352](index=352&type=chunk) - Initial stockholders and warrant holders are granted registration rights for their securities, with the company bearing the registration expenses[326](index=326&type=chunk)[327](index=327&type=chunk)[353](index=353&type=chunk) - Messrs. Cherington, Reeves, and Lurie are determined to be independent directors as per NYSE listing standards and SEC rules[328](index=328&type=chunk)[355](index=355&type=chunk) [Conflicts of Interest](index=89&type=section&id=Conflicts%20of%20Interest) This section discusses potential conflicts of interest arising from related party relationships [Administrative Services Agreement](index=90&type=section&id=Administrative%20Services%20Agreement) This section describes the agreement for administrative services provided by the sponsor or an affiliate [Related Party Loans and Advances](index=90&type=section&id=Related%20Party%20Loans%20and%20Advances) This section details any loans or advances made between the company and related parties [Registration Rights](index=90&type=section&id=Registration%20Rights) This section outlines the registration rights granted to certain security holders [Director Independence](index=91&type=section&id=Director%20Independence) This section identifies the independent directors based on applicable listing standards [Item 14. Principal Accountant Fees and Services.](index=91&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) This section details the fees paid to Grant Thornton LLP for audit and other services, with the audit committee responsible for pre-approving all services - The audit committee is responsible for appointing, setting compensation, and overseeing the work of the independent registered public accounting firm, including pre-approving all audit and permitted non-audit services[332](index=332&type=chunk) Fees Paid to Grant Thornton LLP | Fee Type | Year Ended Dec 31, 2022 | Period Feb 8, 2021 (inception) - Dec 31, 2021 | | :--------------- | :---------------------- | :------------------------------------------------ | | Audit Fees | $103,950 | $99,750 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | [Audit Fees](index=91&type=section&id=Audit%20Fees) This section specifies the fees paid for audit services provided by the principal accountant [Audit-Related Fees](index=91&type=section&id=Audit-Related%20Fees) This section details any fees paid for audit-related services [Tax Fees](index=91&type=section&id=Tax%20Fees) This section outlines the fees paid for tax-related services [All Other Fees](index=91&type=section&id=All%20Other%20Fees) This section covers any other fees paid to the principal accountant not categorized elsewhere [Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors](index=91&type=section&id=Policy%20on%20Board%20Pre-Approval%20of%20Audit%20and%20Permissible%20Non-Audit%20Services%20of%20the%20Independent%20Auditors) This section describes the board's policy regarding the pre-approval of audit and permissible non-audit services by the independent auditors PART IV [Item 15. Exhibits and Financial Statement Schedules.](index=92&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules.) This section lists all exhibits and financial statement schedules filed as part of the report, including certificates of incorporation, bylaws, and various agreements - The report includes various exhibits such as the Certificate of Incorporation, Amended and Restated Bylaws, Specimen Unit/Stock/Warrant Certificates, Warrant Agreements, Trust Agreement, Registration Rights Agreement, Administrative Support Agreement, Promissory Note, and Securities Subscription Agreement[359](index=359&type=chunk)[360](index=360&type=chunk) [Exhibits](index=92&type=section&id=Exhibits) This section provides a comprehensive list of all exhibits included in the report [Financial Statements](index=96&type=section&id=Financial%20Statements) The audited financial statements present the company's financial position and performance, with the auditor's report highlighting a 'going concern' uncertainty due to lack of revenue and dependence on a business combination - Grant Thornton LLP audited the consolidated financial statements, expressing an opinion that they present fairly the financial position and results of operations[341](index=341&type=chunk)[367](index=367&type=chunk) - The auditor's report raises substantial doubt about the company's ability to continue as a going concern due to no present revenue, dependence on a business combination, and insufficient cash for planned activities[368](index=368&type=chunk)[398](index=398&type=chunk) [Report of Independent Registered Public Accounting Firm](index=97&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) This section contains the independent auditor's report on the company's financial statements [Consolidated Balance Sheets](index=98&type=section&id=Consolidated%20Balance%20Sheets) This section presents the company's consolidated balance sheets, detailing assets, liabilities, and equity [Consolidated Statements of Operations](index=99&type=section&id=Consolidated%20Statements%20of%20Operations) This section provides the company's consolidated statements of operations, showing revenues, expenses, and net income or loss [Consolidated Statements of Changes in Stockholders' Deficit](index=100&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This section presents the consolidated statements of changes in stockholders' deficit, outlining changes in equity accounts [Consolidated Statements of Cash Flows](index=103&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section provides the company's consolidated statements of cash flows, detailing cash inflows and outflows from operating, investing, and financing activities [Notes to Consolidated Financial Statements](index=104&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section contains detailed notes that provide additional information and explanations for the figures presented in the financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=104&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes the company's organizational structure and its primary business operations [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=107&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies adopted by the company in preparing its financial statements [NOTE 3. INITIAL PUBLIC OFFERING](index=112&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note provides details regarding the company's initial public offering [NOTE 4. RELATED PARTY TRANSACTIONS](index=112&type=section&id=NOTE%204.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions between the company and its related parties [NOTE 5. WARRANTS](index=115&type=section&id=NOTE%205.%20WARRANTS) This note provides information about the company's outstanding warrants [NOTE 6. STOCKHOLDERS' DEFICIT](index=117&type=section&id=NOTE%206.%20STOCKHOLDERS'%20DEFICIT) This note details the components and changes in the company's stockholders' deficit [NOTE 7. COMMITMENTS AND CONTINGENCIES](index=118&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) This note describes the company's commitments and any contingent liabilities [NOTE 8. INCOME TAX](index=119&type=section&id=NOTE%208.%20INCOME%20TAX) This note provides information on the company's income tax provisions and related disclosures [NOTE 9. FAIR VALUE MEASUREMENTS](index=121&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) This note explains the company's fair value measurements for financial instruments

PART I - FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of its financial condition [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements, offering a detailed financial overview for the specified periods [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, including assets, liabilities, and equity, as of September 30, 2022, and December 31, 2021 | Metric | Sep 30, 2022 (Unaudited) | Dec 31, 2021 | | :-------------------------------------- | :----------------------- | :----------- | | Total Assets | $237,630,513 | $237,068,554 | | Investments held in Trust Account | $235,987,680 | $234,626,959 | | Total Current Liabilities | $772,008 | $359,061 | | Deferred underwriting fee payable | $8,050,000 | $8,050,000 | | Total Liabilities | $8,822,008 | $8,409,061 | | Class A common stock subject to redemption | $235,987,681 | $234,626,959 | | Total Stockholders' Deficit | $(7,179,176) | $(5,967,466) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net income or loss for the specified interim periods | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Period from Feb 8, 2021 (inception) through Sep 30, 2021 | | :------------------------------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :------------------------------------------------------- | | Operating and formation costs | $162,118 | $4,380 | $844,561 | $15,641 | | Franchise tax | $50,000 | — | $150,000 | — | | Loss from operations | $(212,118) | $(4,380) | $(994,561) | $(15,641) | | Interest and dividend income on investments held in Trust Account | $1,038,232 | — | $1,360,721 | — | | Income (loss) before income taxes | $826,114 | $(4,380) | $366,160 | $(15,641) | | Income tax expense | $(207,529) | — | $(217,148) | — | | Net income (loss) | $618,585 | $(4,380) | $149,012 | $(15,641) | | Basic and diluted net income (loss) per share, Class A common stock | $0.03 | $(1.75) | $0.02 | $(6.26) | [Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20(Deficit)%20Equity) This section outlines changes in the company's equity, including net income, redemptions, and other comprehensive income, for the reporting periods - Total stockholders' deficit increased from **$(5,967,466)** at December 31, 2021, to **$(7,179,176)** at September 30, 2022[15](index=15&type=chunk) - Accretion of Class A common stock subject to redemption to redemption amount was **$1,038,233** for the nine months ended September 30, 2022[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating, investing, and financing activities for the specified periods | Metric | Nine Months Ended Sep 30, 2022 | Period from Feb 8, 2021 (inception) through Sep 30, 2021 | | :------------------------------------------------------------------ | :----------------------------- | :------------------------------------------------------- | | Net income (loss) | $149,012 | $(15,641) | | Interest and dividend income on investments held in Trust Account | $(1,360,721) | — | | Net cash used in operating activities | $(550,115) | $(16,099) | | Net cash provided by financing activities | $22 | $48,841 | | Net Change in Cash | $(550,093) | $32,742 | | Cash - End of period | $1,182,681 | $32,742 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information on the company's organization, accounting policies, IPO, related party transactions, and other financial statement components [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes the company's formation as a blank check company, its IPO, and the going concern risk due to insufficient operating capital - Company incorporated on **February 8, 2021**, as a blank check company for a Business Combination[25](index=25&type=chunk) - Initial Public Offering consummated on **November 29, 2021**, raising **$230,000,000** from **23,000,000** units[27](index=27&type=chunk) - **$234,625,500** from IPO proceeds and private placement warrants placed in a Trust Account[29](index=29&type=chunk) - Company anticipates cash outside the Trust Account will not be sufficient to operate until **May 29, 2023**, raising substantial doubt about its ability to continue as a going concern[38](index=38&type=chunk)[41](index=41&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's accounting principles, including financial statement preparation, fair value measurements, and equity classifications - Condensed consolidated financial statements are prepared in conformity with **U.S. GAAP** and **SEC rules**, consolidating the Company and its majority-owned operating subsidiary[43](index=43&type=chunk)[44](index=44&type=chunk) - Investments held in the Trust Account are **U.S. government securities** or **money market funds**, presented at fair value (**Level 1**)[52](index=52&type=chunk)[120](index=120&type=chunk) - Warrants are **equity-classified** based on **ASC 480** and **ASC 815**[53](index=53&type=chunk) - Class A common stock subject to redemption is classified as **temporary equity**, with changes in redemption value recognized immediately[71](index=71&type=chunk)[72](index=72&type=chunk) - Net income (loss) per common share calculation considers accretion to redemption value of Class A common stock as **dividends**[58](index=58&type=chunk)[59](index=59&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=16&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the company's IPO, including the effective date, units sold, and composition of each unit - IPO effective **November 23, 2021**, consummated **November 29, 2021**[78](index=78&type=chunk) - **23,000,000** units sold, generating **$230,000,000** gross proceeds[78](index=78&type=chunk) - Each unit consisted of one Class A common stock share and one-half of one redeemable Public Warrant[78](index=78&type=chunk) [NOTE 4. RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%204.%20RELATED%20PARTY%20TRANSACTIONS) This note describes transactions with related parties, including the Sponsor's equity interests, warrant purchases, and administrative agreements - Sponsor and affiliate received **Founder Shares** and **Sponsor Shares**, representing economic and voting interests[79](index=79&type=chunk)[82](index=82&type=chunk) - **12,225,000 Private Placement Warrants** sold to the Sponsor for **$12,225,000**, with proceeds added to the Trust Account[86](index=86&type=chunk)[89](index=89&type=chunk) - Sponsor agreed to indemnify the Company for claims reducing Trust Account funds below **$10.20 per Public Share**, with exceptions[90](index=90&type=chunk) - Promissory Note from Sponsor for

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, changes in stockholders' (deficit) equity, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, and financial instruments [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and stockholders' deficit as of specific dates Condensed Consolidated Balance Sheets (Unaudited) | Metric | June 30, 2022 (Unaudited) ($) | December 31, 2021 ($) | | :----------------------------------------- | :---------------------------- | :-------------------- | | **Assets:** | | | | Total current assets | $1,920,535 | $2,441,595 | | Investments held in Trust Account | $234,949,448 | $234,626,959 | | Total assets | $236,869,983 | $237,068,554 | | **Liabilities:** | | | | Total current liabilities | $630,063 | $359,061 | | Deferred underwriting fee payable | $8,050,000 | $8,050,000 | | Total liabilities | $8,680,063 | $8,409,061 | | Class A common stock subject to redemption | $234,949,448 | $234,626,959 | | Total stockholders' deficit | $(6,759,528) | $(5,967,466) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net loss over specific reporting periods Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended June 30, 2022 ($) | Three Months Ended June 30, 2021 ($) | Six Months Ended June 30, 2022 ($) | Period from Feb 8, 2021 (inception) through June 30, 2021 ($) | | :------------------------------------------------------------------ | :----------------------------------- | :----------------------------------- | :--------------------------------- | :------------------------------------------------------------ | | Operating and formation costs | $313,415 | $7,195 | $682,443 | $11,261 | | Franchise tax | $50,000 | — | $100,000 | — | | Loss from operations | $(363,415) | $(7,195) | $(782,443) | $(11,261) | | Interest and dividend income on investments held in Trust Account | $307,345 | — | $322,489 | — | | Loss before income taxes | $(56,070) | $(7,195) | $(459,954) | $(11,261) | | Income tax expense | $(9,619) | — | $(9,619) | — | | Net loss | $(65,689) | $(7,195) | $(469,573) | $(11,261) | | Net loss attributable to Beard Energy Transition Acquisition Corp. | $(65,685) | $(3,598) | $(469,547) | $(5,631) | | Basic and diluted net loss per share, Class A common stock | $0.00 | $(2.88) | $(0.01) | $(4.50) | | Basic and diluted net loss per share, Class V common stock | $(0.01) | — | $(0.03) | — | [Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20(Deficit)%20Equity) Outlines the changes in stockholders' deficit, including net loss and accretion of Class A common stock Changes in Stockholders' Deficit (Six Months Ended June 30, 2022) | Metric | Redeemable Class A Common Stock ($) | Class V Common Stock Amount ($) | Accumulated Deficit ($) | Total Stockholders' Deficit ($) | | :------------------------------------------------------------------ | :---------------------------------- | :------------------------------ | :---------------------- | :------------------------------ | | Balance – December 31, 2021 | $234,626,959 | $575 | $(5,887,803) | $(5,967,466) | | Subsequent accretion of Class A common stock to redemption amount | $322,489 | — | $(322,489) | $(307,345) | | Net loss | — | — | $(469,547) | $(469,573) | | Balance – June 30, 2022 | $234,949,448 | $575 | $(6,679,839) | $(6,759,528) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Unaudited) | Metric | Six Months Ended June 30, 2022 ($) | Period from Feb 8, 2021 (inception) through June 30, 2021 ($) | | :-------------------------------------- | :--------------------------------- | :------------------------------------------------------------ | | Net cash used in operating activities | $(410,395) | $(10,160) | | Net cash provided by financing activities | $1,553 | $54,841 | | Net Change in Cash | $(408,842) | $44,681 | | Cash - End of period | $1,323,932 | $44,681 | [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Provides detailed accounting policies and disclosures related to description of organization and business operations - The Company is a **blank check company (SPAC)** incorporated on **February 8, 2021**, formed to effect a business combination[21](index=21&type=chunk) - The Initial Public Offering (IPO) was consummated on **November 29, 2021**, raising **$230,000,000** from **23,000,000** units[22](index=22&type=chunk) - Simultaneously, **12,225,000** Private Placement Warrants were sold to the Sponsor for **$12,225,000**[22](index=22&type=chunk) - A total of **$234,625,500** from the IPO and private placement proceeds was placed in a Trust Account, to be invested in U.S. government treasury obligations[23](index=23&type=chunk) - The Company has a working capital surplus of **$1,290,472** as of **June 30, 2022**, but anticipates cash outside the Trust Account will **not be sufficient** to operate until the Business Combination deadline of **May 29, 2023**, raising **substantial doubt** about its ability to continue as a going concern[28](index=28&type=chunk)[31](index=31&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Provides detailed accounting policies and disclosures related to summary of significant accounting policies - The condensed consolidated financial statements are prepared in conformity with U.S. GAAP and SEC rules, consolidating the Company and its majority-controlled operating subsidiary (Opco)[32](index=32&type=chunk)[33](index=33&type=chunk) - Warrants are accounted for as **equity-classified** instruments based on specific terms and ASC 480/815 guidance, with changes in fair value not recognized after initial measurement[41](index=41&type=chunk) - Offering costs of **$13,308,754** were incurred, with **$12,512,144** recorded as a reduction of temporary equity and **$796,610** as a reduction of permanent equity[42](index=42&type=chunk) - Class A common stock subject to redemption is classified outside of **permanent equity**, with changes in redemption value recognized immediately and adjusted to retained earnings or additional paid-in capital[55](index=55&type=chunk) - Net income (loss) per common share calculation considers accretion to redemption value of Class A common stock as dividends paid to Class A holders, and then allocates pro rata between Class A and Class V common stock[46](index=46&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) Provides detailed accounting policies and disclosures related to initial public offering - The IPO was declared **effective** on **November 23, 2021**, and consummated on **November 29, 2021**[

[Report Information](index=1&type=section&id=Report%20Information) This section provides an overview of the document as a Quarterly Report on Form 10-Q, detailing the company's classification and outstanding securities - The document is a Quarterly Report on Form 10-Q for the period ended March 31, 2022, filed by Beard Energy Transition Acquisition Corp., a Delaware-incorporated blank check company[1](index=1&type=chunk)[2](index=2&type=chunk) - The registrant is an **Emerging Growth Company**, a **Non-accelerated filer**, and a **shell company**[2](index=2&type=chunk) | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |:----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:------------------|:------------------------------------------| | Units, each consisting of one share of Class A Common Stock and one-half of one warrant Class A common stock, par value $0.0001 per share | BRD.U BRD | The New York Stock Exchange The New York Stock Exchange | | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | BRD.WS | The New York Stock Exchange | | Stock Type | Shares Issued and Outstanding (as of May 5, 2022) | |:-----------------------|:--------------------------------------------------| | Class A Common Stock | 23,001,250 shares | | Class V Common Stock | 5,751,250 shares | [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and related disclosures for the reporting period [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, with detailed notes on accounting policies and related transactions [Condensed Consolidated Balance Sheets](index=3&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) This statement provides a snapshot of the company's assets, liabilities, and stockholders' deficit at specific reporting dates | Metric | March 31, 2022 (Unaudited) | December 31, 2021 (Unaudited) | |:----------------------------------------|:---------------------------|:------------------------------| | Cash | $1,525,893 | $1,732,774 | | Prepaid expenses | $692,215 | $708,821 | | Total current assets | $2,218,108 | $2,441,595 | | Investments held in Trust Account | $234,642,103 | $234,626,959 | | Total assets | $236,860,211 | $237,068,554 | | Accounts payable | $49,393 | $4,129 | | Accrued expenses and other liabilities | $102,067 | $1,790 | | Franchise tax payable | $228,142 | $178,142 | | Total current liabilities | $554,602 | $359,061 | | Deferred underwriting fee payable | $8,050,000 | $8,050,000 | | Total liabilities | $8,604,602 | $8,409,061 | | Class A common stock subject to redemption | $234,642,103 | $234,626,959 | | Total stockholders' deficit | $(6,386,494) | $(5,967,466) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This statement details the company's revenues, expenses, and net loss for the specified reporting periods | Metric | Three Months Ended March 31, 2022 | Period from Feb 8, 2021 (inception) through March 31, 2021 | |:--------------------------------------------------------------------|:----------------------------------|:-----------------------------------------------------------| | Operating and formation costs | $369,028 | $4,066 | | Franchise tax | $50,000 | — | | Loss from operations | $(419,028) | $(4,066) | | Interest and dividend income on investments held in Trust Account | $15,144 | — | | Net loss | $(403,884) | $(4,066) | | Net loss attributable to Beard Energy Transition Acquisition Corp. | $(403,862) | $(2,033) | | Basic and diluted net income per share, Class A common stock | $(0.01) per share | $(1.63) per share | | Basic and diluted net loss per share, Class V common stock | $(0.01) per share | — | [Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity](index=5&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20%28DEFICIT%29%20EQUITY) This statement tracks changes in the company's equity components, including redeemable common shares and accumulated deficit | Metric | Balance – December 31, 2021 | Accretion of Class A common stock subject to redemption | Net loss | Balance – March 31, 2022 | |:---------------------------------------------------------------------------------------------------|:----------------------------|:--------------------------------------------------------|:------------|:-------------------------| | Redeemable Common Shares (Class A) | 23,001,250 shares | — | — | 23,001,250 shares | | Class A Stock Amount | $234,626,959 | $15,144 | — | $234,642,103 | | Class V Shares | 5,751,250 shares | — | — | 5,751,250 shares | | Class V Stock Amount | $575 | — | — | $575 | | Additional Paid-in Capital | — | — | — | — | | Accumulated Deficit | $(5,887,803) | $(15,144) | $(403,862) | $(6,306,809) | | Noncontrolling Interest in Subsidiary | $(80,238) | — | $(22) | $(80,260) | | Total Stockholders' Deficit | $(5,967,466) | $(15,144) | $(403,884) | $(6,386,494) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity | Three Months Ended March 31, 2022 | Period from Feb 8, 2021 (inception) through March 31, 2021 | |:---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:----------------------------------|:-----------------------------------------------------------| | Net loss | $(403,884) | $(4,066) | | Interest and dividend income on investments held in Trust Account | $(15,144) | — | | Payment of formation and operating costs through due to affiliate | — | $2,696 | | Prepaid expenses | $16,606 | $27 | | Accounts payable | $45,295 | $32 | | Accrued expenses | $100,257 | $1,311 | | Franchise tax payable | $50,000 | — | | Net cash used in operating activities | $(206,870) | — | | Advance from related party | $198 | — | | Repayment of advance from related party | $(209) | — | | Net cash used in financing activities | $(11) | — | | Net Change in Cash | $(206,881) | — | | Cash - Beginning of period | $1,732,774 | — | | Cash - End of period | $1,525,893 | — | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=BEARD%20ENERGY%20TRANSITION%20ACQUISITION%20CORP.%20NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements [NOTE 1. Description of Organization and Business Operations](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Beard Energy Transition Acquisition Corp. is a blank check company formed in February 2021, which completed its IPO in November 2021, raising **$230 million** for a business combination within 18-21 months - The Company is a **blank check company** incorporated in Delaware on February 8, 2021, formed for the purpose of effecting a business combination[22](index=22&type=chunk) - The Initial Public Offering (IPO) was consummated on November 29, 2021, generating gross proceeds of **$230 million** from **23 million units**[24](index=24&type=chunk) - An amount of **$234.6 million** from the IPO and private placement warrants was placed in a Trust Account, to be invested in U.S. government treasury obligations or money market funds[26](index=26&type=chunk) - The Company has **18 months** (or **21 months**, as applicable) from the IPO closing to complete a Business Combination, after which it will redeem Public Shares and liquidate[33](index=33&type=chunk) [NOTE 2. Summary of Significant Accounting Policies](index=9&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details accounting policies, including consolidation, warrant accounting, offering costs, fair value measurement, and classification of redeemable Class A common stock - The condensed consolidated financial statements include the accounts of the Company and its majority-owned operating subsidiary (Opco), with intercompany transactions eliminated[38](index=38&type=chunk) - Warrants are **equity-classified** based on ASC 480 and ASC 815, with initial fair value recorded as additional paid-in capital and no subsequent fair value changes recognized[47](index=47&type=chunk) - Offering costs totaling **$13.3 million** were incurred, with **$12.5 million** recorded as a reduction of temporary equity and **$796,610** as a reduction of permanent equity[48](index=48&type=chunk) - Class A common stock subject to redemption is classified outside of permanent equity, with changes in redemption value recognized immediately and adjusted at each reporting period end[65](index=65&type=chunk)[66](index=66&type=chunk) - The fair value hierarchy for investments uses **Level 1** for quoted prices in active markets for identical investments[61](index=61&type=chunk) [NOTE 3. Initial Public Offering](index=13&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the Initial Public Offering, including units sold, gross proceeds, and Public Warrant terms - The IPO was declared effective on November 23, 2021, and consummated on November 29, 2021[72](index=72&type=chunk) - **23 million units** were sold, including the full exercise of the underwriter's over-allotment option, generating gross proceeds of **$230 million**[72](index=72&type=chunk) - Each unit consisted of one share of Class A common stock and one-half of one redeemable Public Warrant, with each whole warrant exercisable at **$11.50 per share**[72](index=72&type=chunk) [NOTE 4. Related Party Transactions](index=13&type=section&id=NOTE%204.%20RELATED%20PARTY%20TRANSACTIONS) This note outlines related party transactions, including Founder and Sponsor Shares, Private Placement Warrants, indemnity obligations, and administrative support agreements - Founder Shares and Sponsor Shares were issued to an affiliate of the Sponsor and the Sponsor, with **1,437,500 Class B Units** of Opco and Class V common stock surrendered by the Sponsor in October 2021[73](index=73&type=chunk) - The Sponsor purchased **12.225 million Private Placement Warrants** for **$1.00 each**, generating gross proceeds of **$12.225 million**, which were added to the Trust Account[80](index=80&type=chunk) - The Sponsor has agreed to indemnify the Company for claims reducing the Trust Account below **$10.20 per Public Share**, with certain exceptions[81](index=81&type=chunk) - The Company reimburses an affiliate of the Sponsor up to **$25,000 per month** for administrative support, ceasing upon completion of a business combination[86](index=86&type=chunk) - A **$300,000 promissory note** from the Sponsor to cover IPO expenses was fully repaid on November 30, 2021, with no outstanding balance as of March 31, 2022[85](index=85&type=chunk) [NOTE 5. Warrants](index=15&type=section&id=NOTE%205.%20WARRANTS) This note details Public and Private Placement Warrants, including exercisability, expiration, redemption features, and equity classification - Public Warrants become exercisable **30 days** after a Business Combination and expire **five years** from completion, or earlier upon redemption or liquidation[91](index=91&type=chunk) - The Company may redeem outstanding Public Warrants for **$0.01 per warrant** if the Class A common stock price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[92](index=92&type=chunk) - Private Placement Warrants are substantially identical to Public Warrants but are **non-redeemable** by the Company and may be exercised for cash or on a 'cashless basis' by the Sponsor or permitted transferees[97](index=97&type=chunk) - All **23.725 million warrants** (Public and Private Placement) are **equity-classified** in accordance with ASC 480 and ASC 815[97](index=97&type=chunk) [NOTE 6. Stockholders' (Deficit) Equity](index=17&type=section&id=NOTE%206.%20STOCKHOLDERS%27%20%28DEFICIT%29%20EQUITY) This note outlines authorized and outstanding shares for preferred, Class A, and Class V common stock, and Opco's Class A and Class B Units, including their rights and conversion - The Company is authorized to issue **1 million shares** of preferred stock, but none are issued or outstanding[98](index=98&type=chunk) - **23,001,250 shares** of Class A common stock are issued and outstanding, all subject to possible redemption[99](index=99&type=chunk) - **5,751,250 shares** of Class V common stock are issued and outstanding, with common stockholders of record entitled to **one vote per share**[100](index=100&type=chunk)[101](index=101&type=chunk) - Class B Units of Opco convert into Class A Units upon a Business Combination, and Class A Unit holders (excluding the Company) can exchange them for Class A common stock or cash[103](index=103&type=chunk)[104](index=104&type=chunk) [NOTE 7. Commitments and Contingencies](index=18&type=section&id=NOTE%207.%20COMMITMENTS%20AND%20CONTINGENCIES) This note details commitments and contingencies, including registration rights for security holders and deferred underwriting commissions - Holders of Founder Shares, Sponsor Shares, Private Placement Warrants, and potential working capital loan warrants are entitled to **registration rights**[109](index=109&type=chunk) - A cash underwriting discount of **$4.6 million** was paid, and a deferred underwriting commission of **$8.05 million** is payable upon completion of the initial Business Combination[111](index=111&type=chunk) [NOTE 8. Fair Value Measurements](index=19&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note provides fair value information for financial assets, particularly Trust Account investments, and their classification within the fair value hierarchy - The fair value of the Company's assets and liabilities approximates their carrying amounts due to their **short-term nature**[56](index=56&type=chunk) - Investments held in the Trust Account, consisting of U.S. Treasury Securities Money Market Funds, are measured at fair value using **Level 1 inputs** (quoted prices in active markets)[114](index=114&type=chunk) | Asset | March 31, 2022 Fair Value | December 31, 2021 Fair Value | |:------------------------------------|:--------------------------|:-----------------------------| | Investments held in Trust Account | $234,642,103 | $234,626,959 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, operational results, liquidity, related party transactions, critical accounting policies, and JOBS Act impact [Overview](index=20&type=section&id=Overview) This overview describes the company's formation as a blank check company and its intended use of capital for business combinations - The Company is a **blank check company** formed on February 8, 2021, to effectuate a business combination[118](index=118&type=chunk) - The Company intends to use cash from its IPO, private placement warrants, capital stock, debt, or a combination thereof for its initial business combination[118](index=118&type=chunk) - Potential risks include **significant dilution** of equity interest, subordination of rights if preferred stock is issued, and adverse effects on market prices for Class A common stock and/or warrants[119](index=119&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, highlighting its net loss and operating expenses - The Company has not generated any operating revenues to date and does not expect to until after the completion of its initial business combination[122](index=122&type=chunk) | Metric | Three Months Ended March 31, 2022 | Period from Feb 8, 2021 (inception) through March 31, 2021 | |:--------------------------------------------------------------------|:----------------------------------|:-----------------------------------------------------------| | Net loss | $(403,884) | $(4,066) | | Operating and formation costs | $369,028 | $4,066 | | Franchise tax expense | $50,000 | — | | Interest income on investments held in trust account | $15,144 | — | [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, funding sources, and planned use of capital for operations and business combinations - The Company consummated its Public Offering on November 29, 2021, generating **$230 million**, and simultaneously sold **12.225 million private placement warrants** for **$12.225 million**[124](index=124&type=chunk)[125](index=125&type=chunk) - Net cash used in operating activities was **$206,870** for the three months ended March 31, 2022, primarily due to net loss and interest income, offset by changes in working capital[127](index=127&type=chunk) - The Company intends to use funds outside the trust account for identifying and evaluating target businesses, due diligence, and business combination expenses[130](index=130&type=chunk) - The Sponsor or affiliates may provide working capital loans, potentially convertible into warrants, to finance transaction costs or extension funding[131](index=131&type=chunk) | Metric | March 31, 2022 | December 31, 2021 | |:----------------------------------------|:---------------|:------------------| | Cash held outside the trust account | $1,525,893 | $1,732,774 | [Related Party Transactions](index=23&type=section&id=Related%20Party%20Transactions) This section details ongoing financial arrangements and reimbursements with the Sponsor and its affiliates - The Company reimburses an affiliate of the Sponsor **$25,000 per month** for administrative support, which will cease upon completion of an initial business combination[135](index=135&type=chunk) - The Sponsor, officers, and directors are reimbursed for out-of-pocket expenses incurred on the Company's behalf, with **no cap on reimbursement**[136](index=136&type=chunk) - A **$300,000 promissory note** from the Sponsor to cover IPO expenses was fully repaid on November 30, 2021, with no outstanding balance as of March 31, 2022[137](index=137&type=chunk) - The Sponsor purchased **12.225 million private placement warrants** for **$12.225 million**, which are non-redeemable and transferable to permitted transferees[139](index=139&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) The company confirms it had no off-balance sheet arrangements as of the reporting dates - The Company did not have any off-balance sheet arrangements as of March 31, 2022, and December 31, 2021[142](index=142&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) This section outlines the company's contractual obligations, including registration rights and deferred underwriting commissions - Holders of founder shares, sponsor shares, private placement warrants, and potential working capital loan warrants are entitled to **registration rights**[143](index=143&type=chunk) - A deferred underwriting commission of **$8.05 million** is payable upon the completion of the initial business combination[145](index=145&type=chunk) [Critical Accounting Policies](index=24&type=section&id=Critical%20Accounting%20Policies) This section highlights key accounting policies for warrants, redeemable Class A common stock, and net income per share calculation - Warrants are **equity-classified**, initially measured at fair value, with no subsequent changes in fair value recognized as long as they remain equity-classified[147](index=147&type=chunk)[149](index=149&type=chunk) - Class A common stock subject to redemption is classified outside of permanent equity, and changes in redemption value are recognized immediately[150](index=150&type=chunk)[151](index=151&type=chunk) - Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares, with accretion to redemption value of Class A common stock considered as dividends[152](index=152&type=chunk) [Recent Accounting Standards](index=25&type=section&id=Recent%20Accounting%20Standards) Management believes no recently issued accounting standards will materially affect the consolidated financial statements - Management does not believe that any recently issued, but not yet effective, accounting standards would have a **material effect** on the consolidated financial statements[153](index=153&type=chunk) [JOBS Act](index=25&type=section&id=JOBS%20Act) The company qualifies as an 'emerging growth company' under the JOBS Act, allowing for certain reporting exemptions - The Company qualifies as an '**emerging growth company**' under the JOBS Act, allowing it to comply with new or revised accounting pronouncements based on private company effective dates[154](index=154&type=chunk) - As an emerging growth company, the Company is exempt from certain reporting requirements, including auditor attestation on internal controls, full compensation disclosure, and PCAOB audit firm rotation[155](index=155&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Beard Energy Transition Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a **smaller reporting company** and is therefore not required to provide quantitative and qualitative disclosures about market risk[158](index=158&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded the company's disclosure controls were effective as of March 31, 2022, with no material changes in internal control over financial reporting - The CEO and CFO concluded that the Company's disclosure controls and procedures were **effective** as of March 31, 2022[160](index=160&type=chunk) - There has been **no material change** in the Company's internal control over financial reporting during the most recently completed fiscal quarter[161](index=161&type=chunk) [PART II – OTHER INFORMATION](index=27&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and recent securities sales [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) There are no material legal proceedings, arbitration, or governmental proceedings currently pending against the company or its management - There is **no material litigation**, arbitration, or governmental proceeding currently pending against the Company or any members of its management team[164](index=164&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company refers to its Annual Report on Form 10-K for a comprehensive discussion of risk factors and confirms that there have been no material changes to these risks since the 2021 Annual Report - Readers should refer to Part I, Item 1A 'Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of risks[165](index=165&type=chunk) - There have been **no material changes** in the risk factors discussed in the 2021 Annual Report[165](index=165&type=chunk) [Item 2. Recent Sales of Securities; Use of Proceeds from Registered Offerings](index=27&type=section&id=Item%202.%20Recent%20Sales%20of%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Offerings) This section details recent securities sales, including founder shares and private placement warrants, and the use of IPO proceeds, including underwriting discounts and trust account allocation - On February 9, 2021, Mr. Beard purchased **1,250 shares** of Class A common stock, **1,250 Class A Units** of Opco, and **1,250 Class V common stock** for **$25,000**[166](index=166&type=chunk) - On November 23, 2021, the sponsor purchased **12.225 million private placement warrants** for **$1.00 per warrant**, totaling **$12.225 million**[167](index=167&type=chunk) - The Public Offering on November 29, 2021, generated gross proceeds of **$230 million** from **23 million units** sold at **$10.00 per unit**[168](index=168&type=chunk) - Total net proceeds from the Public Offering and private placement warrants were **$236.1 million**, with **$234.6 million** placed in the trust account[173](index=173&type=chunk) - The Company paid **$4.6 million** in cash underwriting discounts and has **$8.05 million** in deferred underwriting commissions payable upon consummation of the initial business combination[171](index=171&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are **no defaults** upon senior securities[174](index=174&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine Safety Disclosures are not applicable to the company - Mine Safety Disclosures are **not applicable**[175](index=175&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company has no other information to report in this section - There is **no other information** to report[176](index=176&type=chunk) [Item 6. Exhibits.](index=29&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Form 10-Q, including corporate documents, security certificates, warrant agreements, and CEO/CFO certifications - The exhibits include corporate governance documents (Certificate of Incorporation, Bylaws), specimen certificates for Units, Class A Common Stock, Private Warrants, and Public Warrants[179](index=179&type=chunk) - Warrant Agreements (Private and Public) and certifications from the Chief Executive Officer and Chief Financial Officer are also filed as exhibits[179](index=179&type=chunk) [SIGNATURE](index=31&type=section&id=SIGNATURE) This section confirms the report's official signing by the Chief Executive Officer - The report was signed on May 5, 2022, by **Gregory A. Beard**, Chief Executive Officer (Principal Executive Officer) of Beard Energy Transition Acquisition Corp[184](index=184&type=chunk)

[FORM 10-K General Information](index=1&type=section&id=FORM%2010-K) This Form 10-K for FY2021 details Beard Energy Transition Acquisition Corp.'s status as a non-accelerated, smaller reporting, and emerging growth company with NYSE-listed securities [Filing Details](index=1&type=section&id=Filing%20Details) Details Beard Energy Transition Acquisition Corp.'s FY2021 Form 10-K filing, company status, and NYSE-listed securities - The registrant is Beard Energy Transition Acquisition Corp., a Delaware corporation, with Commission File Number **001-41098**[2](index=2&type=chunk) - The company is a non-accelerated filer, a smaller reporting company, and an emerging growth company[2](index=2&type=chunk) Securities Registered on NYSE | Title of each class | Symbol(s) | Name of each exchange on which registered | |:----------------------------------------------------------------------------------|:----------|:------------------------------------------| | Units, each consisting of one share of Class A Common Stock and one-half of one warrant | BRD.U | The New York Stock Exchange | | Class A common stock, par value $0.0001 per share | BRD | The New York Stock Exchange | | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | BRD.WS | The New York Stock Exchange | [Table of Contents](index=2&type=section&id=Table%20of%20Contents) This section provides an index to the report's various sections and financial statements [Certain Terms](index=3&type=section&id=CERTAIN%20TERMS) This section defines key terms used throughout the Annual Report on Form 10-K for clarity [Definitions](index=3&type=section&id=Definitions) Defines key terms such as 'common stock,' 'founder shares,' 'Public Offering,' and 'sponsor' for report clarity - Key terms defined include 'common stock' (Class A and non-economic Class V), 'founder shares' (Class B Units of Opco and corresponding Class V common stock), 'Public Offering' (initial public offering closed November 29, 2021), and 'sponsor' (Beard Energy Transition Acquisition Sponsor LLC)[6](index=6&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This note warns that the report contains forward-looking statements subject to risks and uncertainties [Forward-Looking Statements Disclosure](index=4&type=section&id=Forward-Looking%20Statements%20Disclosure) Discloses that the report contains forward-looking statements subject to risks and uncertainties, with no obligation to update them - Forward-looking statements include expectations about the company's operating history, revenue generation, ability to select and complete an initial business combination, performance of target businesses, retention of key personnel, potential conflicts of interest, additional financing, and the impact of the COVID-19 pandemic[9](index=9&type=chunk) - The company explicitly states it is a newly formed entity with no operating history and no revenues, and its ability to achieve its business objective is uncertain[9](index=9&type=chunk) - The forward-looking statements are based on current expectations and beliefs, but actual results may vary materially due to risks and uncertainties discussed in the 'Risk Factors' section[10](index=10&type=chunk) [Risk Factors Summary](index=5&type=section&id=RISK%20FACTORS%20SUMMARY) Summarizes key risks for investors in this blank check company, including lack of operating history and business combination challenges [Key Risks Overview](index=5&type=section&id=Key%20Risks%20Overview) Summarizes key risks for investors in this blank check company, including lack of operating history and business combination challenges - The company is a newly formed entity with no operating history or revenues, offering no basis to evaluate its ability to achieve its business objective[13](index=13&type=chunk) - Public stockholders may not have a vote on the proposed business combination, and even if they do, initial stockholders and management may vote in favor regardless of public stockholder sentiment[13](index=13&type=chunk) - The ability of public stockholders to redeem shares for cash may make the company financially unattractive to potential targets, complicating business combination efforts[13](index=13&type=chunk) - Failure to complete an initial business combination within 18-21 months would lead to liquidation, where public stockholders may receive only their pro rata portion of trust funds, and warrants would expire without value[13](index=13&type=chunk) - The company faces significant competition for business combination opportunities, and its limited resources may hinder its ability to secure attractive targets[15](index=15&type=chunk) - Conflicts of interest may arise due to the sponsor, officers, and directors losing their initial investment if a business combination is not completed, potentially influencing their decisions[17](index=17&type=chunk) [PART I](index=8&type=section&id=PART%20I) [Item 1. Business.](index=8&type=section&id=Item%201.%20Business.) Beard Energy Transition Acquisition Corp. is a blank check company formed to effectuate a business combination in the energy transition sector - The company was incorporated on February 8, 2021, as a blank check company to effectuate a business combination[20](index=20&type=chunk) Public Offering and Private Placement Details (November 2021) | Item | Gross Proceeds | |:----------------------|:---------------| | Public Offering | $230,000,000 | | Private Placement | $12,225,000 | | Total Gross Proceeds | $242,225,000 | | Deposited in Trust Account | $234,625,500 | - The company's strategy is to identify and acquire a company focused on the electricity transmission and distribution sector, benefiting from decarbonization and electrification trends[36](index=36&type=chunk)[38](index=38&type=chunk) - Acquisition criteria include sound financial performance, high-growth markets, unique business attributes, unrecognized value, and being at an inflection point where management expertise can accelerate growth[39](index=39&type=chunk) - The company must complete a business combination with an aggregate fair market value of at least **80%** of the net assets held in trust[42](index=42&type=chunk) - Public stockholders have redemption rights upon completion of a business combination, allowing them to receive a pro rata portion of the trust account (approximately **$10.20 per share**)[94](index=94&type=chunk) - If no initial business combination is completed within 18 months (or 21 months with extension) from the Public Offering closing, the company will liquidate, redeeming public shares at a per-share price from the trust account, and warrants will expire worthless[117](index=117&type=chunk) [Introduction](index=8&type=section&id=Introduction) Beard Energy Transition Acquisition Corp. was formed in February 2021 as a blank check company, raising **$242.225 million** in its Public Offering and private placement, with most proceeds in a trust account - The company was incorporated on February 8, 2021, as a Delaware corporation, for the purpose of effectuating a business combination[20](index=20&type=chunk) Public Offering and Private Placement Proceeds | Event | Gross Proceeds | |:------------------|:---------------| | Public Offering | $230,000,000 | | Private Placement | $12,225,000 | | Total | $242,225,000 | | Deposited in Trust Account | $234,625,500 | - Units began trading on NYSE on November 29, 2021, and separate trading of Class A common stock and public warrants commenced on January 14, 2022[2](index=2&type=chunk)[29](index=29&type=chunk) [Market Opportunity](index=9&type=section&id=Market%20Opportunity) The energy industry's transformation, driven by decarbonization and electrification, creates significant market opportunities in electricity transmission and distribution - The energy industry is undergoing significant transformation due to decarbonization and sustainability goals, leading to a shift towards renewable energy and increased electricity demand[29](index=29&type=chunk) - U.S. electricity consumption is projected to increase over **50%** to **6 terawatt hours by 2030**, a **15-fold increase** in annual growth rate, placing a large burden on electric transmission and distribution systems[30](index=30&type=chunk) - The shift to distributed, intermittent renewable sources (wind and solar) increases transmission system complexity, requiring clean-technologies, software, equipment, and services for efficient integration[31](index=31&type=chunk)[33](index=33&type=chunk) - Global capital investment in grids is projected to rise from **$235 billion in 2020** to over **$600 billion annually**, with **$120 billion** needed in the U.S., primarily for smart grids, smart meters, and grid management[34](index=34&type=chunk) [Business Strategy](index=10&type=section&id=Business%20Strategy) The company's strategy is to acquire and grow a platform company in the electricity transmission and distribution sector, leveraging its management's expertise - The company aims to acquire and grow a platform company in the electricity transmission and distribution sector, benefiting from system capacity and complexity increases[36](index=36&type=chunk) - The strategy leverages the management team's deep relationship networks across private equity, venture capital, family businesses, corporate executives, and investment banks for deal sourcing[36](index=36&type=chunk) - The company focuses on opportunities where its management's strategic vision, operating expertise, and capital markets experience can drive growth and competitive advantage[36](index=36&type=chunk) [Acquisition Criteria](index=11&type=section&id=Acquisition%20Criteria) The company seeks target businesses with sound financial performance, high-growth market presence, unique attributes, unrecognized value, and a need for strategic capital or expertise - Target businesses should demonstrate sound financial performance with visible revenue and cash flow growth and predictable future financial performance[39](index=39&type=chunk) - Targets should operate in high-growth, large addressable markets with favorable long-term market dynamics[39](index=39&type=chunk) - The company seeks businesses with unique attributes or product offerings, unrecognized value, desirable returns on capital, and a need for capital or management expertise to accelerate growth[39](index=39&type=chunk)