0001104659-23-073031.txt : 20230620 0001104659-23-073031.hdr.sgml : 20230620 20230620193000 ACCESSION NUMBER: 0001104659-23-073031 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230608 FILED AS OF DATE: 20230620 DATE AS OF CHANGE: 20230620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SK INC. CENTRAL INDEX KEY: 0001947998 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40503 FILM NUMBER: 231027029 BUSINESS ADDRESS: STREET 1: 26, JONG-RO, JONGNO-GU CITY: SEOUL STATE: M5 ZIP: 03188 BUSINESS PHONE: 82221215114 MAIL ADDRESS: STREET 1: 26, JONG-RO, JONGNO-GU CITY: SEOUL STATE: M5 ZIP: 03188 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 8 Rivers Capital, LLC CENTRAL INDEX KEY: 0001981100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40503 FILM NUMBER: 231027030 BUSINESS ADDRESS: STREET 1: 406 BLACKWELL STREET STREET 2: 4TH FLOOR CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: (919) 667-1800 MAIL ADDRESS: STREET 1: 406 BLACKWELL STREET STREET 2: 4TH FLOOR CITY: DURHAM STATE: NC ZIP: 27701 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: (919) 287-4750 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 3 1 tm2319137-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-06-08 0 0001845437 NET Power Inc. NPWR 0001981100 8 Rivers Capital, LLC 406 BLACKWELL STREET, 4TH FLOOR DURHAM NC 27701 0 0 1 0 0001947998 SK INC. 26, JONG-RO, JONGNO-GU SEOUL M5 03188 KOREA, REPUBLIC OF 0 0 1 0 Class A Common Stock 500000 D Class A Common Stock 5000000 I By: Tillandsia Class B Common Stock 30005300 I By: NPEH, LLC Class A Units of NET Power Operations LLC Class A Common Stock 30005300 I By: NPEH, LLC For each Class A Unit of Net Power Operations LLC, NPEH, LLC owns a corresponding share of Class B Common Stock of the Issuer. The Class A Units of NET Power Operations LLC (together with the corresponding shares of the Issuer's Class B Common Stock) are exchangeable into shares of the issuer's Class A Common Stock or, at the Issuer's election, cash, on a one-for-one basis and have no expiration date. As holder of 100.0% of the outstanding equity in Tillandsia, Inc. ("Tillandsia"), SK Inc. ("SK") may be deemed to be a beneficial owner of the securities directly owned by Tillandsia. SK disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that SK is the beneficial owner of such securities for purposes of Section 16 or otherwise. 8 Rivers Capital, LLC ("8 Rivers") does not have any interest in the securities held by Tillandsia and thus expressly disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that 8 Rivers is the beneficial owner of such securities for purposes of Section 16 or otherwise. As manager and holder of approximately 91.4% of the outstanding equity in NPEH, LLC, 8 Rivers may be deemed to be a beneficial owner of the securities directly owned by NPEH, LLC. 8 Rivers disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that 8 Rivers is the beneficial owner of such securities for purposes of Section 16 or otherwise. SK indirectly beneficially owns 100.0% of each of Tillandsia, Areca, Inc. ("Areca") and Chamaedorea, Inc. ("Chamaedorea"). Each of Tillandsia, Areca and Chamaedorea beneficially owns approximately 15.4%, 26.7% and 20.3%, respectively, of the voting units of 8 Rivers and thus SK may be deemed to be a beneficial owner of the securities beneficially owned by 8 Rivers and NPEH, LLC. SK disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that SK is the beneficial owner of such securities for purposes of Section 16 or otherwise. /s/ 8 Rivers Capital, LLC, By Cameron Hosie, Chief Executive Officer 2023-06-20 /s/ SK Inc, By Munhyuk Jang, Head of Corporate Management Department 2023-06-20