```markdown [Certain Defined Terms](index=4&type=section&id=Certain%20Defined%20Terms) This section references definitions of terms used in the Quarterly Report from the Annual Report on Form 10-K - Definitions of terms used in this Quarterly Report are referenced from the section entitled "Certain Defined Terms" in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[9](index=9&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section identifies forward-looking statements related to technology and market conditions, outlining key risks and uncertainties - The report contains forward-looking statements identified by words such as "anticipate," "believe," "expect," and relate to technology development, market demand, plant deployment timing, and future performance[11](index=11&type=chunk) - Key risks and uncertainties include the uncertainty of projected financial information, ability to recognize anticipated benefits of the Business Combination, capital-intensive business model, barriers to technology deployment, supply chain issues, and regulatory challenges[12](index=12&type=chunk) [PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive loss, statements of mezzanine shareholders' equity and shareholders' equity, and statements of cash flows, along with detailed notes explaining significant accounting policies, financial instruments, and operational changes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | March 31, 2025 | December 31, 2024 | Change | | :-------------------------------- | :------------- | :---------------- | :----- | | Total Assets | $1,838,919 | $2,294,115 | $(455,196) | | Total Liabilities | $40,392 | $131,927 | $(91,535) | | Goodwill | $— | $359,847 | $(359,847) | | Property, Plant, & Equipment, net | $100,042 | $151,470 | $(51,428) | | Warrant liability | $8,994 | $81,283 | $(72,289) | | Tax Receivable Agreement liability | $— | $20,974 | $(20,974) | | Redeemable non-controlling interests | $1,161,316 | $1,506,584 | $(345,268) | | Accumulated deficit | $(235,394) | $(116,044) | $(119,350) | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | :----- | :------- | | Revenue | $— | $— | $— | n/a | | Total operating expenses | $474,553 | $38,783 | $435,770 | 1123% | | Operating loss | $(474,553) | $(38,783) | $(435,770) | 1123% | | Net other income (expense) | $101,364 | $(6,887) | $108,251 | (1572)% | | Net loss attributable to NET Power Inc. | $(119,350) | $(11,421) | $(107,929) | 945% | | Loss per share of Class A Common Stock, basic and diluted | $(1.55) | $(0.16) | $(1.39) | 869% | - Goodwill impairment and other charges amounted to **$415,897 thousand** in Q1 2025, significantly impacting the operating loss[20](index=20&type=chunk) - Research and development expenses increased by **101%** to **$22,600 thousand** in Q1 2025, from **$11,242 thousand** in Q1 2024[20](index=20&type=chunk) [Condensed Consolidated Statements of Mezzanine Shareholders' Equity and Shareholders' Equity](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Mezzanine%20Shareholders'%20Equity%20and%20Shareholders'%20Equity) Shareholders' Equity Highlights (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Total Shareholders' Equity | $637,211 | $655,604 | | Redeemable non-controlling interests in subsidiary | $1,161,316 | $1,506,584 | | Accumulated deficit | $(235,394) | $(116,044) | - The net loss attributable to NET Power Inc. of **$(119,350) thousand** for the three months ended March 31, 2025, contributed to the increase in accumulated deficit[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | :----- | | Net cash used in operating activities | $(20,374) | $(2,663) | $(17,711) | | Net cash used in investing activities | $(8,764) | $(105,669) | $96,905 | | Net cash used in financing activities | $(50) | $— | $(50) | | Net decrease in cash, cash equivalents, and restricted cash | $(29,188) | $(108,332) | $79,144 | | Cash, cash equivalents, and restricted cash, end of period | $302,488 | $428,595 | $(126,107) | [Notes to Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1 — Nature of Business and Basis of Presentation](index=15&type=section&id=NOTE%201%20%E2%80%94%20Nature%20of%20Business%20and%20Basis%20of%20Presentation) This note describes NET Power Inc.'s core business as a clean energy technology company and the basis for preparing its unaudited condensed consolidated financial statements - NET Power Inc. is a clean energy technology company that has developed a proprietary process for producing electricity using a predominantly carbon dioxide working fluid, involving the capture and reuse, sale, and sequestration of carbon dioxide (the "Net Power Cycle")[27](index=27&type=chunk) - The unaudited condensed consolidated financial statements are prepared in conformity with US GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[28](index=28&type=chunk) [NOTE 2 — Significant Accounting Policies](index=15&type=section&id=NOTE%202%20%E2%80%94%20Significant%20Accounting%20Policies) This note outlines the company's consistent significant accounting policies, its single operating segment, and the evaluation of new accounting standards - The Company's significant accounting policies are consistent with those used for the fiscal year ended December 31, 2024[30](index=30&type=chunk) - The Company has one operating segment and one reportable segment, with the CEO focusing on consolidated Operating income (loss), research and development, general and administrative expenses, and interest income[32](index=32&type=chunk) - The Company is evaluating the impact of ASU **2023-09** (Income Taxes) and ASU **2024-03** (Expense Disaggregation Disclosures), effective for calendar years beginning after December **15**, **2025**, and **2026**, respectively[33](index=33&type=chunk)[34](index=34&type=chunk) [NOTE 3 — Investments](index=16&type=section&id=NOTE%203%20%E2%80%94%20Investments) This note details the company's investment portfolio, including short-term investments and available-for-sale securities, with their fair values - The Company holds a **$100 million** certificate of deposit classified as short-term investments[36](index=36&type=chunk) Available-for-Sale Investments (in thousands) | Investment Type | March 31, 2025 Fair Value | December 31, 2024 Fair Value | | :---------------- | :------------------------ | :------------------------- | | Corporate bonds | $5,719 | $11,021 | | Commercial paper | $19,863 | $8,629 | | U.S. treasuries | $75,144 | $81,322 | | Total | $100,726 | $100,972 | [NOTE 4 — Fair Value Measurements](index=17&type=section&id=NOTE%204%20%E2%80%94%20Fair%20Value%20Measurements) This note provides fair value measurements for various financial instruments, including available-for-sale investments, warrants, and earnout shares, detailing valuation methodologies Fair Value Measurements (in thousands) | Item | Level | March 31, 2025 | December 31, 2024 | | :-------------------------- | :---- | :------------- | :---------------- | | Available-for-sale investments | 1 | $100,726 | $100,972 | | Short-term investments | 2 | $100,000 | $100,000 | | Public Warrants | 1 | $2,672 | $31,034 | | Private Placement Warrants | 3 | $6,322 | $50,249 | | Earnout Shares | 3 | $82 | $1,958 | - Private Placement Warrants are valued using a Black-Scholes Merton Model, with key inputs including a Class A Common Stock closing price of **$2.63** (March **31**, **2025**) and a volatility of **80.0%**[45](index=45&type=chunk)[46](index=46&type=chunk) - Earnout Shares are valued using a Monte Carlo simulation, with key inputs including a volatility of **86.4%** (March **31**, **2025**)[47](index=47&type=chunk)[48](index=48&type=chunk) [NOTE 5 — Goodwill and Intangible Assets](index=20&type=section&id=NOTE%205%20%E2%80%94%20Goodwill%20and%20Intangible%20Assets) This note explains the full impairment of goodwill and details the carrying amounts of definite-lived intangible assets, including amortization expense - The Company fully impaired its goodwill, recording a **$359.8 million** charge during the three months ended March **31**, **2025**, due to a change in its business plan and a sustained decrease in market capitalization[50](index=50&type=chunk) Goodwill and Definite-Lived Intangible Assets (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------------- | :------------- | :---------------- | | Goodwill, end of period | $— | $359,847 | | Developed technology, net | $1,223,203 | $1,240,015 | | Total definite-lived intangible assets, net | $1,224,938 | $1,241,343 | - Amortization expense for definite-lived intangible assets was **$16,873 thousand** for the three months ended March **31**, **2025**, up from **$16,812 thousand** in the prior year[55](index=55&type=chunk) [NOTE 6 — Property, Plant, and Equipment](index=23&type=section&id=NOTE%206%20%E2%80%94%20Property,%20Plant,%20and%20Equipment) This note presents the net carrying value of property, plant, and equipment, highlighting changes in construction-in-progress and depreciation expense Property, Plant, and Equipment, Net (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------------- | :------------- | :---------------- | | Total property, plant, and equipment, net | $100,042 | $151,470 | | Construction-in-progress | $1,847 | $48,438 | - **$56.1 million** of Construction-in-progress costs related to Project Permian were expensed during Q1 **2025** due to a value engineering process and temporary pause in equipment releases[58](index=58&type=chunk) - Depreciation expense increased to **$4,735 thousand** for Q1 **2025**, from **$3,176 thousand** for Q1 **2024**[59](index=59&type=chunk) [NOTE 7 — Accrued Liabilities](index=23&type=section&id=NOTE%207%20%E2%80%94%20Accrued%20Liabilities) This note itemizes the company's accrued liabilities, including incentive compensation, capital expenditures, project expenses, and professional fees Accrued Liabilities (in thousands) | Accrued Liability | March 31, 2025 | December 31, 2024 | | :------------------------ | :------------- | :---------------- | | Incentive compensation | $992 | $2,916 | | Capital expenditures | $2,539 | $2,285 | | Accrued project expenses | $3,708 | $— | | Professional fees | $1,271 | $1,143 | | Other accrued liabilities | $1,664 | $1,063 | | Total accrued liabilities | $10,174 | $7,407 | [NOTE 8 — Leases](index=23&type=section&id=NOTE%208%20%E2%80%94%20Leases) This note details the company's lease arrangements, including a new warehouse lease and future minimum lease payments for operating and finance leases - The Company entered into a new building lease agreement for a warehouse in La Porte, Texas, with an initial term of **62** months commencing in April **2025**, and future minimum lease payments of approximately **$2.2 million**[61](index=61&type=chunk)[121](index=121&type=chunk) - As of March **31**, **2025**, future minimum lease payments attributable to operating and finance lease arrangements are approximately **$3.0 million** and **$0.3 million**, respectively[120](index=120&type=chunk) [NOTE 9 — Redeemable Non-Controlling Interests in Subsidiary](index=25&type=section&id=NOTE%209%20%E2%80%94%20Redeemable%20Non-Controlling%20Interests%20in%20Subsidiary) This note outlines the ownership percentages of OpCo membership interests and the attribution of net loss to redeemable non-controlling interest holders Ownership Percentage of OpCo Membership Interests | Ownership Interest | March 31, 2025 | December 31, 2024 | | :----------------- | :------------- | :---------------- | | Non-controlling holders | 64.5% | 64.4% | | NET Power Inc. | 35.5% | 35.6% | - OpCo's net loss before income tax was attributed to redeemable NCI holders at **64.4%** for the three months ended March **31**, **2025**[65](index=65&type=chunk) [NOTE 10 — Share-Based Payments](index=25&type=section&id=NOTE%2010%20%E2%80%94%20Share-Based%20Payments) This note details share-based compensation expense, unrecognized compensation for unvested RSUs, and the treatment of performance-based awards Share-Based Compensation Expense (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Share-based compensation expense | $10,196 | $6,269 | - As of March **31**, **2025**, there was **$5.8 million** of unrecognized share-based compensation expense related to unvested Restricted Stock Units (RSUs), expected to be recognized over a weighted average period of three years[67](index=67&type=chunk) - Performance conditions for **1,257,467** Make-Whole Awards (RSUs) are not yet considered probable, so no compensation cost has been recognized for them[68](index=68&type=chunk) [NOTE 11 — Loss per Share](index=26&type=section&id=NOTE%2011%20%E2%80%94%20Loss%20per%20Share) This note provides the calculation of basic and diluted loss per share, including the impact of anti-dilutive instruments Loss per Share Calculation (in thousands, except per share data) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss attributable to NET Power Inc. | $(119,350) | $(11,421) | | Weighted-average number shares outstanding, basic and diluted | 76,997 | 71,895 | | Loss per share attributable to shareholders, basic and diluted | $(1.55) | $(0.16) | - As of March **31**, **2025**, **168,123 thousand** anti-dilutive instruments, including Public Warrants, Private Placement Warrants, and unvested RSUs, were excluded from diluted loss per share calculation[71](index=71&type=chunk) [NOTE 12 — Income Taxes](index=26&type=section&id=NOTE%2012%20%E2%80%94%20Income%20Taxes) This note presents the income tax expense or benefit and explains the reduction of the Tax Receivable Agreement liability due to deferred tax asset realization probability Income Tax (Expense) Benefit (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------- | :-------------------------------- | :-------------------------------- | | Income tax (expense) benefit | $(397) | $4,038 | - The Tax Receivable Agreement (TRA) liability of **$21.3 million** was reduced to zero in March **2025** because the realization of deferred tax assets subject to the TRA was not considered probable[74](index=74&type=chunk) [NOTE 13 — Related Party Transactions](index=27&type=section&id=NOTE%2013%20%E2%80%94%20Related%20Party%20Transactions) This note details transactions with related parties, including administrative costs, Demonstration Plant costs, and research and development expenses under the BHES JDA Related Party Transactions (in thousands) | Related Party Transaction | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Master services agreement administrative costs | $27 | $26 | | Master services agreement costs for Demonstration Plant | $708 | $267 | | BHES JDA (Research and development) | $17,827 | $8,346 | | Total R&D from related parties | $18,535 | $8,613 | - The Company had **$9.5 million** in current liabilities payable to related parties as of March **31**, **2025**[75](index=75&type=chunk) - A **$2.5 million** current liability was accrued for the BHES JDA Make-Whole Payment as of March **31**, **2025**, triggered when the **10**-Day VWAP is less than **$4.00** per share[80](index=80&type=chunk) [NOTE 14 — Commitments and Contingencies](index=28&type=section&id=NOTE%2014%20%E2%80%94%20Commitments%20and%20Contingencies) This note discloses legal proceedings, asset retirement obligations, and significant purchase obligations related to the BHES JDA and other asset purchases - A putative class action complaint was filed on April **18**, **2025**, alleging violations of federal securities laws related to false and misleading statements about Project Permian's timing and costs[85](index=85&type=chunk) Asset Retirement Obligation (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Asset retirement obligation | $3,345 | $3,265 | - As of March **31**, **2025**, the Company had **$62.9 million** in remaining purchase obligations through February **2027** related to the BHES JDA and **$95.0 million** for additional asset purchases through **2027**, totaling **$157.9 million**[88](index=88&type=chunk)[126](index=126&type=chunk) [NOTE 15 — Subsequent Events](index=29&type=section&id=NOTE%2015%20%E2%80%94%20Subsequent%20Events) This note describes subsequent events, including the termination of management team members and the expected charges for severance and accelerated stock-based compensation - In April **2025**, the Company terminated certain management team members, expecting to record charges of **$3.0 million** to **$3.3 million** in severance costs and approximately **$1.0 million** to **$1.3 million** of costs related to accelerated vesting of stock-based compensation during Q2 **2025**[89](index=89&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&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 results of operations, highlighting the Net Power Cycle technology, key factors affecting future prospects, and the status of commercialization efforts, including the challenges faced by Project Permian. It also details the changes in various financial line items and discusses liquidity, cash flows, and contractual obligations [Overview and Key Factors](index=30&type=section&id=Overview%20and%20Key%20Factors) This section provides an overview of NET Power's clean energy technology and identifies key factors influencing its future success, including cost, technical, and regulatory challenges - NET Power is an energy technology company that has developed a novel power generation system (the "Net Power Cycle") designed to produce reliable and affordable electricity from natural gas while capturing virtually all atmospheric emissions[92](index=92&type=chunk) - Key factors affecting future success include cost over-runs, technical problems, supply chain issues, changes in tax policies, access to capital, and development of competing clean-energy technology[92](index=92&type=chunk) [Commencing Commercial Operations](index=30&type=section&id=Commencing%20Commercial%20Operations) This section details the revised timeline and challenges for Project Permian, the first utility-scale power plant, following higher initial cost estimates and a subsequent optimization process - Initial cost estimates for Project Permian (SN1), the first utility-scale power plant, were higher than originally anticipated after the front-end engineering and design (FEED) process in December **2024**[93](index=93&type=chunk) - In response, the Company commenced a post-FEED optimization and value engineering process in Q1 **2025** and suspended further long-lead equipment releases for Project Permian[93](index=93&type=chunk) - Project Permian is now expected to come online no earlier than **2029**[93](index=93&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, detailing changes in operating expenses, interest income, and liabilities, and their impact on net loss [General and administrative](index=31&type=section&id=General%20and%20administrative) General and Administrative Expenses (in thousands) | Expense | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :------------------------ | :-------------------------------- | :-------------------------------- | :----- | :------- | | General and administrative | $8,691 | $6,409 | $2,282 | 36% | - The increase was due to higher corporate headcount, professional fees for engineering and accounting services, and franchise taxes[97](index=97&type=chunk) [Sales and marketing](index=33&type=section&id=Sales%20and%20marketing) Sales and Marketing Expenses (in thousands) | Expense | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :---------------- | :-------------------------------- | :-------------------------------- | :----- | :------- | | Sales and marketing | $1,187 | $751 | $436 | 58% | - The increase was primarily attributable to costs associated with growth in employee headcount[100](index=100&type=chunk) [Research and development](index=33&type=section&id=Research%20and%20development) Research and Development Expenses (in thousands) | Expense | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :------------------------ | :-------------------------------- | :-------------------------------- | :----- | :------- | | Research and development | $22,600 | $11,242 | $11,358 | 101% | - The increase was primarily due to more activity under the BHES JDA and related increased activity at the Demonstration Plant due to an ongoing testing campaign, and a **$2.5 million** accrual for the BHES JDA Make-Whole Payment[101](index=101&type=chunk) [Project development](index=33&type=section&id=Project%20development) Project Development Expenses (in thousands) | Expense | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :---------------- | :-------------------------------- | :-------------------------------- | :----- | :------- | | Project development | $4,490 | $324 | $4,166 | 1286% | - The increase was primarily due to expensing **$3.8 million** of costs associated with Project Permian, as the Company suspended further long-lead equipment releases for the project[102](index=102&type=chunk) [Goodwill impairment and other charges](index=33&type=section&id=Goodwill%20impairment%20and%20other%20charges) Goodwill Impairment and Other Charges (in thousands) | Expense | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | :----- | | Goodwill impairment and other charges | $415,897 | $— | $415,897 | - The charges consist of **$359.8 million** related to goodwill impairment and **$56.1 million** in construction-in-progress costs associated with Project Permian[103](index=103&type=chunk) [Depreciation, amortization, and accretion](index=33&type=section&id=Depreciation,%20amortization,%20and%20accretion) Depreciation, Amortization, and Accretion Expenses (in thousands) | Expense | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | :----- | :------- | | Depreciation, amortization, and accretion | $21,688 | $20,057 | $1,631 | 8% | - The increase was primarily due to new additions to the Demonstration Plant throughout **2024**[104](index=104&type=chunk) [Interest income](index=33&type=section&id=Interest%20income) Interest Income (in thousands) | Income | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :------------- | :-------------------------------- | :-------------------------------- | :----- | :------- | | Interest income | $5,880 | $7,690 | $(1,810) | (24)% | - Interest income decreased due to lower cash balances and interest rates, partially offset by investment accretion[105](index=105&type=chunk) [Change in Earnout Shares liability and Warrant liability](index=33&type=section&id=Change%20in%20Earnout%20Shares%20liability%20and%20Warrant%20liability) Change in Earnout Shares and Warrant Liability (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | :----- | :------- | | Change in Earnout Shares liability and Warrant liability | $74,165 | $(14,577) | $88,742 | (609)% | - The change was primarily due to a **$7.96** per share decrease in the Company's Class A Common Stock price during Q1 **2025**, compared to a **$1.29** per share increase in Q1 **2024**[107](index=107&type=chunk) [Change in Tax Receivable Agreement liability](index=34&type=section&id=Change%20in%20Tax%20Receivable%20Agreement%20liability) Change in Tax Receivable Agreement Liability (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | :----- | | Change in Tax Receivable Agreement liability | $21,317 | $— | $21,317 | - The TRA liability of **$21.3 million** was reduced to zero in Q1 **2025**, as the realization of deferred tax assets subject to the TRA was not considered probable[108](index=108&type=chunk) [Income tax (expense) benefit](index=34&type=section&id=Income%20tax%20(expense)%20benefit) Income Tax (Expense) Benefit (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :------------------------- | :-------------------------------- | :-------------------------------- | :----- | :------- | | Income tax (expense) benefit | $(397) | $4,038 | $(4,435) | (110)% | - The change was due to an increase in the Company's valuation allowance, partially offset by a favorable permanent difference related to the change in the value of the Warrant liability[109](index=109&type=chunk) [Net loss attributable to non-controlling interests](index=34&type=section&id=Net%20loss%20attributable%20to%20non-controlling%20interests) Net Loss Attributable to Non-Controlling Interests (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss attributable to non-controlling interests | $(254,236) | $(30,211) | - Net loss attributable to non-controlling interests was **64.4%** of net loss before income tax for Q1 **2025**, compared to **66.2%** for Q1 **2024**[110](index=110&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's current liquidity position and capital resources, discussing the sufficiency of funds for near-term obligations and future capital requirements for plant construction Liquidity Position (in thousands) | Metric | March 31, 2025 | December 31, 2024 | Change | | :---------------------- | :------------- | :---------------- | :----- | | Cash and cash equivalents | $300,030 | $329,230 | $(29,200) | | Short-term investments | $100,000 | $100,000 | $— | | Available-for-sale securities | $100,726 | $100,972 | $(246) | | Total liquidity | $500,756 | $530,202 | $(29,446) | - Management believes existing liquidity will be sufficient to fund obligations for the next **12** months, but additional funding will be required to successfully construct the first utility-scale plant and originate additional plant opportunities[113](index=113&type=chunk)[114](index=114&type=chunk) [Cash Flow Summary](index=35&type=section&id=Cash%20Flow%20Summary) This section summarizes the company's cash flows from operating, investing, and financing activities, highlighting changes and future expectations for cash utilization Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :----- | | Net cash used in operating activities | $(20,374) | $(2,663) | $(17,711) | | Net cash used in investing activities | $(8,764) | $(105,669) | $96,905 | | Net cash used in financing activities | $(50) | $— | $(50) | - Cash used in operating activities increased due to higher R&D costs, including the BHES JDA, project development costs, and the build-out of the Company[116](index=116&type=chunk) - Cash used in operating activities is expected to increase significantly before material cash inflows, as costs related to Project Permian are being expensed[116](index=116&type=chunk) [Commitments and Contractual Obligations](index=35&type=section&id=Commitments%20and%20Contractual%20Obligations) This section outlines the company's significant financial commitments and contractual obligations, including asset retirement obligations, lease payments, and unconditional purchase obligations - The asset retirement obligation for the Demonstration Plant was **$3.3 million** as of March **31**, **2025**[119](index=119&type=chunk) - As of March **31**, **2025**, future minimum lease payments are approximately **$3.0 million** for operating leases and **$0.3 million** for finance leases[120](index=120&type=chunk) - Total unconditional purchase obligations amounted to **$157.9 million** as of March **31**, **2025**, including **$62.9 million** for the BHES JDA and **$95.0 million** for other asset purchases, through **2027**[88](index=88&type=chunk)[126](index=126&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section states that there have been no material changes to the company's critical accounting estimates since its Annual Report - There have been no material changes to the Company's discussion of critical accounting estimates from those set forth in its Annual Report[127](index=127&type=chunk) [Emerging Growth Company Accounting Election](index=36&type=section&id=Emerging%20Growth%20Company%20Accounting%20Election) This section confirms the company's status as an Emerging Growth Company and its election to use the extended transition period for new accounting standards - The Company is an Emerging Growth Company (EGC) and has elected to take advantage of the extended transition period for complying with new or revised financial accounting standards[128](index=128&type=chunk) - The Company expects to be an EGC at least through the end of **2025**[128](index=128&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, NET Power Inc. is not required to provide detailed quantitative and qualitative disclosures about market risk in this report, referring instead to its Annual Report for a discussion of material risks - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[129](index=129&type=chunk) - For a discussion of material risks, uncertainties, and other factors, refer to Part I, Item 1A. "Risk Factors" in the Annual Report[137](index=137&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025. No changes in internal control over financial reporting occurred during the quarter that materially affected or are reasonably likely to materially affect these controls - The Company's disclosure controls and procedures were evaluated and concluded to be effective as of March **31**, **2025**[130](index=130&type=chunk) - No changes in internal control over financial reporting occurred during the fiscal quarter ended March **31**, **2025**, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[132](index=132&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is a defendant in a putative class action lawsuit filed on April 18, 2025, alleging violations of federal securities laws. The complaint claims materially false and misleading statements regarding the company's business, operations, and prospects, particularly concerning the timing and costs of Project Permian. The company intends to vigorously defend against these claims - A putative class action complaint was filed on April **18**, **2025**, alleging violations of federal securities laws against the Company and its Chief Executive Officer, President and Interim Chief Financial Officer, its former Chief Financial Officer and its former President and Chief Operating Officer[136](index=136&type=chunk) - The Complaint alleges materially false and misleading statements related to the Company's business, operations, and prospects, including the timing and costs of developing Project Permian[136](index=136&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company refers to its Annual Report for a comprehensive discussion of material risk factors - As a smaller reporting company, the registrant is not required to provide the information called for by this Item; however, for a discussion of material risks, refer to Part I, Item 1A. "Risk Factors" in the Annual Report[137](index=137&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On February 12, 2025, the company issued 1,175,107 shares of Class B Common Stock and OpCo issued 1,175,107 Class A units to BHES as payment for costs incurred under the Amended and Restated JDA during Q4 2024. These issuances were exempt from registration under Section 4(a)(2) of the Securities Act - On February **12**, **2025**, the Company issued **1,175,107** shares of Class B Common Stock and OpCo issued **1,175,107** Class A units to BHES as payment for costs incurred pursuant to the Amended and Restated JDA during the fourth quarter of **2024**[138](index=138&type=chunk) - These issuances were exempt from registration under Section **4(a)(2)** of the Securities Act[138](index=138&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[139](index=139&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the Company[140](index=140&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company approved separation and consulting agreements with former President and COO Brian Allen and former CFO Akash Patel in May 2025, including severance payments and consulting retainers. Additionally, Marc Horstman was appointed Chief Operating Officer with a new compensation package - Separation and Release Agreements were approved for former President and COO Brian Allen (**$741,234** severance) and former CFO Akash Patel (**$738,196** severance) in May **2025**[141](index=141&type=chunk)[142](index=142&type=chunk) - Consulting agreements were also approved for Mr. Allen (**$10,000** per month retainer) and Mr. Patel (**$8,000** per month retainer) to assist with transitioning their former duties[144](index=144&type=chunk) - Marc Horstman was appointed Chief Operating Officer with an annualized base salary of **$400,000**, a target annual bonus of **60%** of his base salary, and an annual equity grant with a grant-date value equal to **180%** of his base salary[145](index=145&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including various agreements, corporate documents, certifications, and XBRL data files - The exhibits include the Business Combination Agreement, Certificate of Incorporation, Bylaws, Amended and Restated Limited Liability Company Agreement, and various certifications and XBRL documents[147](index=147&type=chunk) [Signatures](index=41&type=section&id=Signatures) The report is duly signed on behalf of NET Power Inc. by Kelly Rosser, Chief Accounting Officer, on May 12, 2025 - The report was signed by Kelly Rosser, Chief Accounting Officer, on behalf of NET Power Inc. on May **12**, **2025**[150](index=150&type=chunk) ```

[FORM 8-K General Information](index=1&type=section&id=FORM%208-K%20General%20Information) This section details Net Power Inc.'s filing information, registered securities, and emerging growth company status [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) Net Power Inc., a Delaware corporation, filed this Form 8-K on May 12, 2025, from its principal executive offices in Durham, North Carolina - Registrant: **Net Power Inc.**, incorporated in Delaware[2](index=2&type=chunk) - Principal executive offices: **320 Roney St., Suite 200, Durham, North Carolina 27701**[2](index=2&type=chunk) - Date of report (earliest event reported): **May 12, 2025**[2](index=2&type=chunk) [Securities Registered](index=1&type=section&id=Securities%20Registered) Net Power Inc.'s Class A Common Stock and Warrants are registered and traded on The New York Stock Exchange | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Class A Common Stock, par value $0.0001 per share | NPWR | The New York Stock Exchange | | Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 | NPWR WS | The New York Stock Exchange | [Emerging Growth Company Status](index=1&type=section&id=Emerging%20Growth%20Company%20Status) Net Power Inc. is designated as an emerging growth company but has opted not to utilize the extended transition period for new financial accounting standards - **Net Power Inc. is an emerging growth company**[4](index=4&type=chunk) - The registrant has **not elected to use the extended transition period** for complying with new or revised financial accounting standards[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section announces Net Power Inc.'s Q1 2025 financial results and clarifies the filing's liability status [Q1 2025 Financial Results Announcement](index=2&type=section&id=Q1%202025%20Financial%20Results%20Announcement) Net Power Inc. announced its financial results for the quarter ended March 31, 2025, via a press release issued on May 12, 2025, which is furnished as Exhibit 99.1 - Net Power Inc. issued a press release on **May 12, 2025**, setting forth its financial results for the **quarter ended March 31, 2025**[5](index=5&type=chunk) - A copy of the press release is furnished as **Exhibit 99.1** and incorporated by reference[5](index=5&type=chunk) [Filing Status and Liability Disclaimer](index=2&type=section&id=Filing%20Status%20and%20Liability%20Disclaimer) The information in Item 2.02 and Exhibit 99.1 is 'furnished' rather than 'filed' under Section 18 of the Exchange Act, limiting its liability and preventing automatic incorporation by reference into other SEC filings - The information in Item 2.02 and Exhibit 99.1 is **furnished and not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[6](index=6&type=chunk) - This information is **not subject to the liabilities of Section 18** and will not be incorporated by reference in other SEC filings unless expressly set forth by specific reference[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, including the Q1 2025 press release [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) The filing includes the press release detailing Q1 2025 financial results and the interactive data file for the cover page | Exhibit Number | Description | | :------------- | :---------- | | 99.1 | Press release dated May 12, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURE](index=3&type=section&id=SIGNATURE) This section provides details of the official signatory for the Form 8-K filing [Report Signatories](index=3&type=section&id=Report%20Signatories) The report was officially signed on May 12, 2025, by Daniel J. Rice IV, Chief Executive Officer of Net Power Inc - The report was signed on behalf of **Net Power Inc.** by **Daniel J. Rice IV, Chief Executive Officer**[12](index=12&type=chunk) - The report was dated **May 12, 2025**[11](index=11&type=chunk)

Core Viewpoint - The Gross Law Firm has issued a notice to shareholders of NET Power, Inc. regarding a class action lawsuit due to alleged misleading statements and failure to disclose critical information during the class period from June 9, 2023, to March 7, 2025 [1][3]. Summary by Relevant Sections Allegations - The complaint alleges that NET Power was unlikely to complete its first utility-scale plant, Project Permian, on schedule and that the project would be significantly more expensive than previously represented due to supply chain issues and various site-specific challenges [3]. - It is claimed that the projections regarding the time and capital needed to complete Project Permian were unrealistic, which could negatively impact the company's business and financial results [3]. - The public statements made by the defendants were materially false and misleading throughout the relevant period [3]. Class Action Details - The class period for the lawsuit is defined as June 9, 2023, to March 7, 2025, with a deadline for shareholders to register for the class action set for June 17, 2025 [3][4]. - Shareholders who register will be enrolled in a portfolio monitoring software to receive updates on the case's status [4]. Law Firm Background - The Gross Law Firm is a nationally recognized class action law firm dedicated to protecting the rights of investors who have suffered losses due to deceit, fraud, and illegal business practices [5]. - The firm aims to ensure that companies adhere to responsible business practices and seeks recovery for investors affected by misleading statements that led to artificial inflation of stock prices [5].

Core Viewpoint - The Gross Law Firm has issued a notice to shareholders of NET Power, Inc. regarding a class action lawsuit alleging that the company made materially false and misleading statements about its Project Permian, which is unlikely to be completed on schedule and may incur higher costs than previously stated [1][2]. Allegations - The complaint claims that during the class period from June 9, 2023, to March 7, 2025, NET Power failed to disclose significant challenges related to the completion of its first utility-scale plant, Project Permian, including supply chain issues and site-specific challenges [1]. - It is alleged that the company's projections regarding the time and capital required for Project Permian were unrealistic, which could negatively impact its business and financial results [1]. - The public statements made by the defendants were deemed materially false and misleading throughout the relevant period [1]. Next Steps for Shareholders - Shareholders who purchased NPWR shares during the specified class period are encouraged to register for the class action by June 17, 2025, to potentially be appointed as lead plaintiffs [2]. - Upon registration, shareholders will receive updates through a portfolio monitoring software regarding the status of the case [2]. About the Law Firm - The Gross Law Firm is a nationally recognized class action law firm dedicated to protecting the rights of investors affected by deceit and illegal business practices [3]. - The firm aims to ensure that companies adhere to responsible business practices and seeks recovery for investors who suffered losses due to misleading statements or omissions [3].

NEW YORK, May 6, 2025 /PRNewswire/ -- Levi & Korsinsky, LLP notifies investors in NET Power, Inc. ("NET Power, Inc." or the "Company") (NYSE: NPWR) of a class action securities lawsuit.CLASS DEFINITION: The lawsuit seeks to recover losses on behalf of NET Power, Inc. investors who were adversely affected by alleged securities fraud between June 9, 2023 and March 7, 2025. Follow the link below to get more information and be contacted by a member of our team:https://zlk.com/pslra-1/net-power-inc-lawsuit-submi ...

Core Viewpoint - A class action lawsuit has been filed against NET Power Inc. for misleading statements regarding Project Permian, which is expected to be delayed and more costly than previously indicated [4]. Group 1: Lawsuit Details - The lawsuit claims that NET Power was unlikely to complete Project Permian on schedule due to supply chain issues and site-specific challenges [4]. - Defendants' projections regarding the time and capital needed for Project Permian were deemed unrealistic, leading to significant negative impacts on NET Power's business and financial results [4]. - The lawsuit alleges that the public statements made by the defendants were materially false and misleading throughout the class period [4]. Group 2: Class Action Participation - Investors who purchased NET Power securities between June 9, 2023, and March 7, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2]. - Interested parties can join the class action by submitting a form or contacting the law firm for more information [3][6]. - A lead plaintiff must be appointed by June 17, 2025, to represent other class members in the litigation [3]. Group 3: Law Firm Credentials - The Rosen Law Firm has a strong track record in securities class actions, having achieved significant settlements for investors, including over $438 million in 2019 [5]. - The firm has been recognized for its success in securities class action settlements and has been ranked among the top firms in this area since 2013 [5].

Core Viewpoint - A class action securities lawsuit has been filed against NET Power, Inc. alleging securities fraud that affected investors between June 9, 2023, and March 7, 2025 [1][2]. Group 1: Allegations of Fraud - The lawsuit claims that NET Power was unlikely to complete its first utility-scale plant, Project Permian, on schedule and that the project would be significantly more expensive than previously represented due to supply chain issues and site-specific challenges [2]. - Defendants' projections regarding the time and capital needed to complete Project Permian were deemed unrealistic, which could negatively impact the Company's business and financial results [2]. - Public statements made by the defendants were materially false and misleading throughout the relevant period [2]. Group 2: Legal Process and Participation - Investors who suffered losses during the specified timeframe have until June 17, 2025, to request to be appointed as lead plaintiff, although participation in any recovery does not require serving as a lead plaintiff [3]. - Class members may be entitled to compensation without any out-of-pocket costs or fees, and there is no obligation to participate [3]. Group 3: Firm Background - Levi & Korsinsky has a history of securing hundreds of millions of dollars for shareholders and has been recognized as one of the top securities litigation firms in the United States for seven consecutive years [4].

NEW YORK, May 05, 2025 (GLOBE NEWSWIRE) -- Bernstein Liebhard LLP, a nationally acclaimed investor rights law firm, announces that a complaint has been filed in the United States District Court for the Middle District of North Carolina on behalf of investors who purchased or acquired the securities of NET Power Inc. (“Net Power” or the “Company”) (NYSE: NPWR) between June 9, 2023 and March 7, 2025, inclusive, alleging violations of the Securities Exchange Act of 1934 against the Company and certain of its s ...

Core Viewpoint - The Gross Law Firm has issued a notice to shareholders of NET Power, Inc. regarding a class action lawsuit alleging that the company made materially false and misleading statements about its Project Permian, which is unlikely to be completed on schedule and may incur higher costs than previously stated [1][2]. Group 1: Allegations - The complaint alleges that during the class period from June 9, 2023, to March 7, 2025, NET Power failed to disclose significant challenges related to the completion of its first utility-scale plant, Project Permian, including supply chain issues and site-specific challenges [1]. - It is claimed that the company's projections regarding the time and capital needed to complete Project Permian were unrealistic, which could negatively impact its business and financial results [1]. - The allegations suggest that the public statements made by the defendants were materially false and misleading throughout the relevant period [1]. Group 2: Class Action Details - Shareholders who purchased shares of NPWR during the specified class period are encouraged to register for the class action, with a deadline for lead plaintiff appointment set for June 17, 2025 [2]. - Once registered, shareholders will be enrolled in a portfolio monitoring software to receive updates on the case's status [2]. - Participation in the case incurs no cost or obligation for the shareholders [2]. Group 3: Law Firm Background - The Gross Law Firm is a nationally recognized class action law firm dedicated to protecting the rights of investors affected by deceit and illegal business practices [3]. - The firm aims to ensure that companies adhere to responsible business practices and seeks recovery for investors who suffered losses due to misleading statements or omissions [3].

Core Viewpoint - NET Power, Inc. is facing a class action securities lawsuit due to alleged securities fraud that affected investors between June 9, 2023, and March 7, 2025 [1][2]. Group 1: Allegations and Impact - The lawsuit claims that NET Power was unlikely to complete its first utility-scale plant, Project Permian, on schedule and that the project would be significantly more expensive than previously represented due to supply chain issues and site-specific challenges [2]. - Defendants' projections regarding the time and capital needed to complete Project Permian were deemed unrealistic, which could negatively impact the Company's business and financial results [2]. - Public statements made by the defendants were materially false and misleading throughout the relevant period [2]. Group 2: Legal Process and Participation - Investors who suffered losses during the specified timeframe have until June 17, 2025, to request to be appointed as lead plaintiff, although participation in any recovery does not require serving as a lead plaintiff [3]. - Class members may be entitled to compensation without any out-of-pocket costs or fees, indicating no financial obligation to participate [3]. Group 3: Firm Background - Levi & Korsinsky has a history of securing hundreds of millions of dollars for shareholders and has been recognized as one of the top securities litigation firms in the United States for seven consecutive years [4].