v3.26.1
Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2026
Intangible Asset, Goodwill and Other [Abstract]  
Goodwill and Intangible Assets
NOTE 5 — Goodwill and Intangible Assets
Goodwill
Goodwill represented the future economic benefits derived from the Company’s unique market position, the growth attributable to the Oxy-Combustion Cycle technology, and the Company’s assembled workforce, none of which are individually and separately recognized as intangible assets. Goodwill was allocated to the Company’s sole reportable segment and reporting unit.
As of June 30, 2026 and December 31, 2025, the Company had no goodwill. In March 2025, the Company assessed its goodwill for impairment. Due to a change in the Company’s business plans in the first quarter of 2025, and the related sustained decrease in the Company’s market capitalization, the Company concluded that it was more likely than not that the fair value of its goodwill was less than its carrying amount as of March 31, 2025. As a result, the Company fully impaired its goodwill and recognized an impairment of $359.8 million during the first quarter of 2025, which is included in impairment and other charges on the condensed consolidated statements of operations and comprehensive loss.
Definite-Lived Intangible Assets
The following tables summarize the Company’s definite-lived intangible assets included in the condensed consolidated balance sheets:
June 30,December 31,
20262025
$ in thousandsGross AmountAccumulated AmortizationNet AmountGross AmountAccumulated AmortizationNet Amount
Developed technology$— $— $— $184,465 $(3,469)$180,996 
Software477 (75)402 613 (37)576 
Total definite-lived intangible assets$477 $(75)$402 $185,078 $(3,506)$181,572 
During the second quarter of 2026, the Company identified indicators of impairment for its definite-lived intangible assets, the La Porte Demonstration Facility, and certain other assets (the “Developed Technology Asset Group”).
As discussed in Note 12 — Related Party Transactions, during the first half of 2026, the Company and Baker Hughes agreed to temporarily suspend development activities under the BHES JDA (as defined in Note 12) while Baker Hughes evaluated the development and commercialization of the industrial-scale Oxy-Combustion Cycle technology. During the suspension period, the Company and Baker Hughes engaged in negotiations
related to the future development and commercialization of the industrial-scale Oxy-Combustion Cycle technology. As of June 30, 2026, the terms of the indefinite suspension of the BHES JDA were substantially negotiated, giving rise to the impairment and other effects described in Note 6 — Property, Plant, and Equipment, Note 12 — Related Party Transactions, and Note 14 — Commitments and Contingencies. As of the date these condensed consolidated financial statements were issued, the Company and BHES had not executed definitive amendments to the BHES JDA or the related Commercial Agreement or License Agreement. Development activities under the BHES JDA remain suspended, and the parties have continued to operate consistent with the suspension arrangements while negotiating. Baker Hughes’ exclusive rights with respect to the La Porte Demonstration Facility remain in effect.
The Company determined that triggering events had occurred requiring an impairment assessment of its Developed Technology Asset Group as a result of (i) the Company’s determination during the second quarter of 2026 that development of the Oxy-Combustion Cycle under the BHES JDA would not resume, which the parties had not formalized in definitive agreements as of the date these condensed consolidated financial statements were issued, and (ii) the Company had no current plans as of June 30, 2026, and has no current plans, to continue development of the Oxy-Combustion Cycle technology. Accordingly, any recovery of the carrying value would be contingent upon a sale of all or part of the Oxy-Combustion Cycle intellectual property and the Company’s improvements, equipment and lease interests at the La Porte Demonstration Facility. There can be no assurance that any transaction will be agreed or consummated, or as to its terms or timing.
Management determined that no value should be ascribed to the Developed Technology Asset Group based on the following factors: (i) the indefinite suspension of further development of the Oxy-Combustion Cycle technology under the BHES JDA, (ii) there are no current plans to resume development of the Company’s Oxy-Combustion Cycle technology, and (iii) uncertainty as to whether any disposal transaction to sell all or part of the Developed Technology Asset Group will be consummated. Accordingly, the Company recognized a full impairment of the Developed Technology Asset Group of $193.7 million during the three and six months ended June 30, 2026. The impairment loss is included in impairment and other charges on the condensed consolidated statements of operations and comprehensive loss.
The following table details the recognition of long-lived asset impairment for the three and six months ended June 30, 2026:
$ in thousandsImpairment
Intangible assets, net$176,110 
Property, plant, and equipment, net17,391 
Operating lease right-of-use assets207 
Total$193,708 
The following table presents the Company’s estimated amortization expense for the following periods:
Three Months Ended June 30,Six Months Ended June 30,
$ in thousands2026202520262025
Amortization expense
$2,636 $16,960 $5,236 $33,820 
The Company does not own or control any intangible assets with indefinite useful lives. The following table presents estimated amortization expense for the next five years and thereafter (in thousands):
Remaining 2026$71 
2027143 
2028143 
202944 
2030
Total$402 
The Company regularly evaluates whether events or changes in circumstances warrant a revision to the remaining estimated useful lives of its long-lived assets.