0001213900-23-048268.txt : 20230612
0001213900-23-048268.hdr.sgml : 20230612
20230612184955
ACCESSION NUMBER: 0001213900-23-048268
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230608
FILED AS OF DATE: 20230612
DATE AS OF CHANGE: 20230612
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Derham Kyle
CENTRAL INDEX KEY: 0001786795
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40503
FILM NUMBER: 231009767
MAIL ADDRESS:
STREET 1: 625 LIBERTY AVENUE
STREET 2: SUITE 1700
CITY: PITTSBURGH
STATE: PA
ZIP: 15222
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NET Power Inc.
CENTRAL INDEX KEY: 0001845437
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 404 HUNT STREET, SUITE 410
CITY: DURHAM
STATE: NC
ZIP: 27701
BUSINESS PHONE: (346) 708-8272
MAIL ADDRESS:
STREET 1: 404 HUNT STREET, SUITE 410
CITY: DURHAM
STATE: NC
ZIP: 27701
FORMER COMPANY:
FORMER CONFORMED NAME: Rice Acquisition Corp. II
DATE OF NAME CHANGE: 20210210
4
1
ownership.xml
X0407
4
2023-06-08
0
0001845437
NET Power Inc.
NPWR
0001786795
Derham Kyle
C/O NET POWER, INC.
404 HUNT STREET, SUITE 410
DURHAM
NC
27701-2275
1
0
1
0
0
Class A Ordinary Shares
2023-06-08
4
D
0
2500
D
0
I
By Rice Acquisition Sponsor II LLC
Class A Common Stock
2023-06-08
4
A
0
2500
A
2500
I
By Rice Acquisition Sponsor II LLC
Class A Common Stock
2023-06-08
4
A
0
500000
10.00
A
502500
D
Class B Ordinary Shares
2023-06-08
4
D
0
8535000
D
0
I
By Rice Acquisition Sponsor II LLC
Class B Common Stock
2023-06-08
4
A
0
8535000
A
8535000
I
By Rice Acquisition Sponsor II LLC
Class B Common Stock
2023-06-08
4
D
0
1000000
D
7535000
I
By Rice Acquisition Sponsor II LLC
Class A Units of Rice Acquisition Holdings II LLC
2023-06-08
4
D
0
100
D
Class A Ordinary Shares
100
0
I
By Rice Acquisition Sponsor II LLC
Class A Units of NET Power Operations LLC
2023-06-08
4
A
0
100
A
Class A Common Stock
100
100
I
By Rice Acquisition Sponsor II LLC
Class B Units of Rice Acquisition Holdings II LLC
2023-06-08
4
D
0
8534900
D
Class A Ordinary Shares
8534900
0
I
By Rice Acquisition Sponsor II LLC
Class B Units of NET Power Operations LLC
2023-06-08
4
A
0
8534900
A
Class A Common Stock
8534900
8534900
I
By Rice Acquisition Sponsor II LLC
Class B Units of NET Power Operations LLC
2023-06-08
4
D
0
1000000
D
Class A Common Stock
1000000
7534900
I
By Rice Acquisition Sponsor II LLC
Warrants
11.50
2023-06-08
4
D
0
10900000
D
2023-07-08
2028-06-08
Class A Ordinary Shares
10900000
0
I
By Rice Acquisition Sponsor II LLC
Warrants
11.50
2023-06-08
4
A
0
10900000
A
2023-07-08
2028-06-08
Class A Common Stock
10900000
10900000
I
By Rice Acquisition Sponsor II LLC
Pursuant to that certain Business Combination Agreement, dated December 13, 2022, and subsequently amended on April 23, 2023, by and among Rice Acquisition Corp. II ("RONI"), Rice Acquisition Holdings II LLC ("RONI Opco"), NET Power, LLC and the other parties thereto, the parties effected a business combination transaction (the "Business Combination") on June 8, 2023. In connection with the Business Combination, on June 8, 2023, RONI domesticated as a Delaware corporation (the "RONI Domestication") and changed its name to "NET Power Inc." ("NET Power") and RONI Opco domesticated as a Delaware limited liability company (together with the RONI Domestication, the "Domestication") and changed its name to "NET Power Operations LLC" ("Opco").
As a result of the Domestication on June 8, 2023, (a) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of RONI ("Class A Ordinary Share") automatically converted on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of NET Power ("Class A Common Stock"), (b) each issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RONI ("Class B Ordinary Share") automatically converted on a one-for-one basis into a share of Class B common stock, par value $0.0001 per share, of NET Power ("Class B Common Stock"), (c) each issued and outstanding warrant of RONI (which were exercisable for a Class A Ordinary Share) automatically converted into a warrant to purchase one share of Class A Common Stock, and (d) each issued and outstanding Class A Unit and Class B Unit of RONI Opco automatically converted on a one-for-one basis into a Class A or Class B Unit of Opco, respectively.
The reporting person is a managing member of Rice Acquisition Sponsor II LLC (the "Sponsor"). As such, the reporting person may be deemed to have beneficial ownership of the securities held of record by the Sponsor. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
On December 13, 2022, RONI entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of Class A Common Stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of the Business Combination. As one of the PIPE Investors, on June 8, 2023, the reporting person acquired 500,000 shares of Class A Common Stock for $10.00 per share.
Immediately upon the consummation of the Business Combination, pursuant to the Sponsor Letter Agreement, dated as of December 13, 2022, by and among RONI, the Sponsor, RONI Opco, NET Power, LLC and the other parties thereto, 1,000,000 shares of Class B Common Stock and 1,000,000 Class B Units of Opco held by the Sponsor were forfeited to NET Power and Opco, respectively, for no consideration and automatically canceled.
For each Class A Unit of RONI Opco, the Sponsor owned a corresponding Class B Ordinary Share. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date.
For each Class A Unit of Opco, the Sponsor owns a corresponding share of Class B Common Stock. The Class A Units of Opco (together with the corresponding share of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.
For each Class B Unit of RONI Opco, the Sponsor owned a corresponding Class B Ordinary Share. The Class B Units of RONI Opco were convertible into Class A Units of RONI Opco pursuant to the terms of the limited liability agreement of RONI Opco. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date.
For each Class B Unit of Opco, the Sponsor owns a corresponding share of Class B Common Stock. The Class B Units of Opco are convertible into Class A Units of Opco pursuant to the terms of the limited liability agreement of Opco. The Class A Units of Opco (together with the corresponding shares of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.
/s/ James Wilmot Rogers as Attorney-in-Fact
2023-06-12