0001213900-23-048266.txt : 20230612 0001213900-23-048266.hdr.sgml : 20230612 20230612184841 ACCESSION NUMBER: 0001213900-23-048266 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: Rice Acquisition Sponsor II LLC CENTRAL INDEX KEY: 0001845421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40503 FILM NUMBER: 231009765 BUSINESS ADDRESS: STREET 1: 102 EAST MAIN STREET, SECOND STORY CITY: CARNEGIE STATE: PA ZIP: 15106 BUSINESS PHONE: 704-564-1848 MAIL ADDRESS: STREET 1: 102 EAST MAIN STREET, SECOND STORY CITY: CARNEGIE STATE: PA ZIP: 15106 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 0001845421 Rice Acquisition Sponsor II LLC 102 EAST MAIN STREET, SECOND STORY CARNEGIE PA 15106 1 0 1 0 0 Class A Ordinary Shares 2023-06-08 4 D 0 2500 D 0 D Class A Common Stock 2023-06-08 4 A 0 2500 A 2500 D Class B Ordinary Shares 2023-06-08 4 D 0 8535000 D 0 D Class B Common Stock 2023-06-08 4 A 0 8535000 A 8535000 D Class B Common Stock 2023-06-08 4 D 0 1000000 D 7535000 D Class A Units of Rice Acquisition Holdings II LLC 2023-06-08 4 D 0 100 D Class A Ordinary Shares 100 0 D Class A Units of NET Power Operations LLC 2023-06-08 4 A 0 100 A Class A Common Stock 100 100 D Class B Units of Rice Acquisition Holdings II LLC 2023-06-08 4 D 0 8534900 D Class A Ordinary Shares 8534900 0 D Class B Units of NET Power Operations LLC 2023-06-08 4 A 0 8534900 A Class A Common Stock 8534900 8534900 D Class B Units of NET Power Operations LLC 2023-06-08 4 D 0 1000000 D Class A Common Stock 1000000 7534900 D Warrants 11.50 2023-06-08 4 D 0 10900000 D 2023-07-08 2028-06-08 Class A Ordinary Shares 10900000 0 D Warrants 11.50 2023-06-08 4 A 0 10900000 A 2023-07-08 2028-06-08 Class A Common Stock 10900000 10900000 D 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. 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 reporting person, 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 reporting person were forfeited to NET Power and Opco, respectively, for no consideration and automatically canceled. For each Class A Unit of RONI Opco, the reporting person 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 reporting person 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 reporting person 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 reporting person 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