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SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These condensed consolidated financial statements include the accounts of the Company and of all majority-owned subsidiaries in which the Company exercises control over operating and financial policies and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information. Accordingly, they do not include all information and notes required by U.S. GAAP for annual financial statements.
The accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, Condensed Consolidated Statements of Mezzanine Equity and
Stockholders’ Equity (Deficit) and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025.
The financial data and other information disclosed in the notes to the condensed consolidated financial statements related to these periods are unaudited. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included elsewhere in the Company’s final prospectus filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2026, pursuant to Rule 424(b)(4) (the “IPO Prospectus”) as of and for the years ended December 31, 2025 and 2024. The Condensed Consolidated Balance Sheet data as of December 31, 2025 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by U.S. GAAP for annual financial statements. Intercompany accounts and transactions have been eliminated in consolidation.
Apart from the following updates resulting from transactions that occurred during the six months ended June 30, 2026 and the issuance of one recent accounting pronouncement, there have been no further material changes to the Company’s significant accounting policies or recent accounting pronouncements during the interim period from those described in Note 2 – Significant Accounting Policies to the audited consolidated financial statements included in the Company’s IPO Prospectus as of and for the years ended December 31, 2025 and 2024.
Reverse Stock Split
On May 14, 2026, in connection with the Company’s IPO, the Company effected a 0.7194-for-1 reverse stock split of its common stock (the “Reverse Stock Split”). Shares and earnings per share for periods presented have been retroactively adjusted to reflect the Reverse Stock Split in the condensed consolidated financial statements for the six months ended June 30, 2026 and 2025. See Note 1 – Nature of Business for additional information on all transactions completed in connection with the IPO.
Treasury Stock
The Company accounts for treasury stock using the cost method in accordance with FASB Accounting Standards Codification (“ASC”) 505-30, Equity-Treasury Stock. Under this method, treasury stock is recorded at cost on the date of repurchase and presented as a reduction in Treasury stock. When the Company’s stock is retired or repurchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), any excess of par or stated value over the cost of treasury shares is credited to Additional paid-in capital on the Condensed Consolidated Balance Sheets.
Stock-based Compensation
Stock-based compensation expense related to stock-based awards is recognized based on the fair value of the awards granted in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). For stock option awards without a market condition, the fair value of each stock option award is estimated on the grant date utilizing a standard Black-Scholes option-pricing model (i.e., a standard European call option model). For stock option awards with market conditions, the fair value of each stock option award is estimated on the grant date utilizing a more complex Black-Scholes option-pricing model, which captures the additional market condition threshold. For restricted stock unit awards, which have service-only vesting conditions, the fair value of each restricted stock unit award is based on the closing price of the Company’s publicly traded Class A common stock on the date of the grant. The stock option and restricted stock unit awards are classified as equity. For stock option and restricted stock unit awards that follow a graded vesting schedule with a service-only vesting condition, the related stock-based compensation expense is recognized over the requisite service period of the awards. For stock option awards which follow a graded vesting schedule that have a performance-based vesting condition, such awards are recognized on a tranche-by-tranche basis, resulting in each vesting tranche being treated as a separate award. On a tranche-by-tranche basis, stock-based compensation cost for each tranche is recognized over the respective vesting period when it is probable that the performance condition will be achieved. Each reporting period, the Company reassesses the probability of achieving the respective performance condition. If the condition is not expected to be met, no compensation cost is recognized and any previously recognized amount recorded is reversed. If the award contains
market-based vesting conditions, the stock-based compensation cost is based on the grant-date fair value and expected achievement of market conditions and is not subsequently reversed if it is later determined that the condition is not likely to be met, as long as the related service and performance conditions are achieved. Forfeitures are accounted for as they occur. Prior to the six months ended June 30, 2026, the Company only had stock-based awards with a service-only vesting condition.
The Black-Scholes option-pricing model requires the input of significant assumptions. Such assumptions may be highly subjective and include the fair value of the underlying common stock, the expected term of the stock option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of common stock. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.
Employee Stock Purchase Plan
The Company accounts for its Employee Stock Purchase Plan ("ESPP") in accordance with ASC 718, as the ESPP is considered to be compensatory. The Company’s ESPP awards are classified as equity awards and measured at grant-date fair value using the Black-Scholes option-pricing model. Each purchase period is accounted for as a separate option tranche, with its own grant date. Stock-based compensation expense is recognized over the requisite service period associated with each purchase period. Employee payroll deductions accumulated under the ESPP are recorded as a liability until the related shares are issued or the amounts are otherwise refunded. The Company accounts for forfeitures as they occur.
The fair value of ESPP awards is determined using the Black-Scholes option-pricing model, which relies on the same types of significant and subjective assumptions as those detailed in the Stock-based Compensation policy discussed above. The assumptions used to determine fair value represent management’s best estimates, involving inherent uncertainties and the application of judgment.
Net Income (Loss) Per Share
The Company follows the two-class method when computing net income (loss) per share. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive distributions as if all income for the period had been distributed. Preferred shares are participating securities because they are entitled to undistributed earnings based on the liquidation preferences. The preferred shares outstanding prior to the IPO do not have the contractual obligation to share in the losses of the Company on a basis that is objectively determinable. Therefore, they are excluded from the allocation of undistributed losses in determining net loss per share. The rights of the holders of the Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Accordingly, undistributed earnings and losses are allocated to Class A and Class B common stockholders on a proportionate basis. As a result, net income (loss) per share is the same for both Class A and Class B common stock on both an individual and combined basis.
Basic net income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by the weighted average number of common stock outstanding during the period. Diluted net income (loss) is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share is computed by dividing the diluted net income (loss) by the weighted average number of common stock outstanding during the period, including potential dilutive common stock assuming the dilutive effect of common stock equivalents.
Derivative and Hedging
The Company is exposed to interest rate risk associated with its variable-rate debt, which the Company has sought to manage by entering into interest rate swaps that become effective in January 2027. The Company has not designated its derivative instruments as hedging instruments for accounting purposes. As a matter of policy, the Company does not use financial instruments for speculative purposes.
ASC 815, Derivatives and Hedging, requires entities to recognize all derivative instruments as either assets or liabilities in the Condensed Consolidated Balance Sheets at fair value. As the Company has not elected to apply hedge accounting for its derivative instruments, changes in the fair value of the derivatives are recognized in current-period earnings.
The Company’s derivative contracts include interest rate swap agreements, which, once effective, are expected to economically modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed-rate basis. These agreements involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreements without an exchange of the underlying principal amount.
Property, Plant and Equipment, Net
Construction-in-process represents the capitalized costs related to power plants. All costs associated with the acquisition, development and construction of power plants are capitalized. Major improvements are capitalized and repairs and maintenance are expensed. Property, plant and equipment for power plants are stated at cost, net of accumulated depreciation.
The Company capitalizes progress and milestone payments made under certain equipment supply agreements when it is probable that the related projects will be completed and the related amounts are recoverable. If the Company determines that recovery of capitalized construction costs is no longer probable, such costs are charged to Operation and maintenance expense in the period the determination is made.
Recent Accounting Pronouncement
Accounting Standards to be Implemented
In May 2026, the FASB issued Accounting Standards Update (“ASU”) 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818)”, which establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and related environmental credit obligations. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. The requirements will be applied retrospectively. Early adoption is permitted. The Company is evaluating the impact of this guidance on the condensed consolidated financial statements and related disclosures.