netpower(US:NPWR)2023-05-12 20:30IPO and Trust Account - The company completed its Initial Public Offering (IPO) on June 18, 2021, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, with offering costs of approximately $19.1 million[130]. - Following the IPO, $345,026,000 of net proceeds were placed in a Trust Account, which will be invested in U.S. government securities until a Business Combination is completed or the Trust Account is distributed[133]. - Public Shareholders will have the opportunity to redeem their shares at a pro rata portion of the Trust Account, initially at $10.00 per share, upon completion of a Business Combination[136]. - If a Business Combination is not completed within 24 months from the IPO closing, the company will redeem Public Shares at a price equal to the amount in the Trust Account, subject to certain conditions[137]. - The company has broad discretion regarding the application of net proceeds from the IPO and Private Placement, primarily intended for consummating a Business Combination[135]. Business Combination - The company entered into a Business Combination Agreement on December 13, 2022, with NET Power, which was unanimously approved by the boards of directors of both parties[139][141]. - The company’s management has indicated that it must complete a Business Combination with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[135]. - The company intends to complete a Business Combination before the mandatory liquidation date of June 18, 2023, using funds for transaction costs and evaluating prospective candidates[152]. Financial Performance and Position - As of March 31, 2023, the company had approximately $0.8 million in its operating bank account and a working capital deficit of approximately $4.8 million[150]. - For the three months ended March 31, 2023, the company reported a net loss of approximately $2.3 million, including $4.4 million in non-operating loss from derivative warrant liabilities[156]. - The company has determined that its liquidity needs raise substantial doubt about its ability to continue as a going concern[152]. - The company will not generate operating revenues until the completion of its initial Business Combination[155]. - The company incurred $30,000 in fees under an administrative services agreement for the three months ended March 31, 2023[160]. Share Issuance and Transactions - An aggregate of 22,545,000 newly issued shares of Class A Common Stock will be sold to investors for a total purchase price of $225.45 million prior to the closing of the Business Combination[147]. - OXY agreed to purchase 25,000,000 shares of Class A Common Stock for $250 million, along with 31,328 NET Power units for $10 million, which will convert into Class A Units of Opco and Class B common stock[148]. - Four trusts subscribed for 2,500,000 shares of Class A Common Stock for a total of $25 million[149]. Accounting and Reporting - The FASB issued ASU 2022-03, effective for fiscal years beginning after December 15, 2023, which clarifies that contractual sales restrictions are not considered in measuring equity securities at fair value[169]. - The company does not anticipate that recently issued accounting pronouncements will materially affect its unaudited condensed consolidated financial statements[170]. - As of March 31, 2023, the company had no off-balance sheet arrangements or commitments[171]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[172]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[173]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[174].