Statistik Asas
| CIK | 1845437 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NET Power Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40503 NET Power Inc. (Exact |
|
| August 11, 2025 |
Net Power Reports Second Quarter 2025 Results and Provides Business Update Net Power Reports Second Quarter 2025 Results and Provides Business Update DURHAM, N. |
|
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2025 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Num |
|
| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 10, 2025 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2025 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2025 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Number |
|
| May 12, 2025 |
Net Power Reports First Quarter 2025 Results and Provides Business Update Net Power Reports First Quarter 2025 Results and Provides Business Update DURHAM, N. |
|
| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40503 NET Power Inc. (Exact |
|
| May 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2025 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Number |
|
| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
|
| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
|
| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 14, 2025 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| March 21, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2025 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| March 21, 2025 |
Letter from Grant Thornton LLP to the Securities and Exchange Commission dated March March 17, 2025 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: NET Power Inc. File No. 001-40503 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of NET Power Inc. dated March 17, 2025, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP |
|
| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40503 NET Power Inc. (Exact name |
|
| March 10, 2025 |
Net Power Reports Fourth Quarter 2024 Results and Provides Business Update Net Power Reports Fourth Quarter 2024 Results and Provides Business Update DURHAM, N. |
|
| March 10, 2025 |
EX-21.1 4 a09np-202410xkxex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries of NET Power Inc. as of March 10, 2025 Name Jurisdiction of Incorporation or Organization NET Power Operations LLC DE NET Power Intermediate LLC DE NET Power, LLC DE NET Power Atlas, LLC DE NET Power Canaveral, LLC DE NET Power Europe LTD United Kingdom NET Power Friendship 7, LLC DE NET Power Services, LLC DE NET Power T |
|
| March 10, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2025 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| March 10, 2025 |
EX-19.1 3 a08np-202410xkxex191.htm EX-19.1 INSIDER TRADING POLICY Adopted June 13, 2023 PURPOSE This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of NET Power Inc. (collectively with its subsidiaries, the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The |
|
| March 10, 2025 |
Exhibit 10.5 EXECUTION VERSION THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NET POWER OPERATIONS LLC DATED AS OF JANUARY 17, 2025 THE LIMITED LIABILITY COMPANY INTERESTS IN NET POWER OPERATIONS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISS |
|
| November 26, 2024 |
NPWR / NET Power Inc. / 8 Rivers Capital, LLC - SC 13D/A Activist Investment SC 13D/A 1 tm2429528d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)* NET Power Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 64107A |
|
| November 19, 2024 |
NET Power Inc. 320 Roney Street, Suite 200 Durham, North Carolina 27701 November 19, 2024 NET Power Inc. 320 Roney Street, Suite 200 Durham, North Carolina 27701 November 19, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Bradley Ecker Re: NET Power Inc. Registration Statement on Form S-3 File No. 333-283272 Ladies and Gentlemen: Pursuant to Rule 461 under the Sec |
|
| November 15, 2024 |
As filed with the Securities and Exchange Commission on November 15, 2024 As filed with the Securities and Exchange Commission on November 15, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 98-1580612 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica |
|
| November 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NET Power Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
|
| November 12, 2024 |
Net Power Reports Third Quarter 2024 Results and Provides Business Update Exhibit 99.1 Net Power Reports Third Quarter 2024 Results and Provides Business Update •Commissioning first phase of Baker Hughes equipment validation at La Porte demonstration facility •Advanced Front-End Engineering and Design (FEED) work for Project Permian, the Company’s first utility-scale project in West Texas; FEED on track to conclude in Q4 2024 •Signed third Limited Notice to Proceed (LNT |
|
| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40503 NET Power Inc. (E |
|
| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 11, 2024 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File N |
|
| November 12, 2024 |
Regarding Letter of Limited Notice to Proceed for the Purchase of KPEP Long Lead Items Exhibit 10.1 DATED September 30, 2024 Variation agreement No. 2 NET Power, LLC and Baker Hughes Energy Services LLC Regarding Letter of Limited Notice to Proceed for the Purchase of KPEP Long Lead Time Items This Variation Agreement No.2 is dated September 30, 2024 Parties 1.NET Power, LLC, 320 Roney Street, Suite 200 Durham, NC 27701 (NP) 2.Baker Hughes Energy Services LLC 575 N. Dairy Ashford Ho |
|
| October 21, 2024 |
NPWR / NET Power Inc. / 8 Rivers Capital, LLC - SC 13D/A Activist Investment SC 13D/A 1 tm2426581d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)* NET Power Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 64107A |
|
| October 4, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2024 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File |
|
| September 23, 2024 |
NPWR / NET Power Inc. / 8 Rivers Capital, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)* NET Power Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 64107A105 (CUSIP Number) Asheley Kinsey Chief Fi |
|
| September 18, 2024 |
September 18, 2024 Division of Corporation Finance Office of Manufacturing U. S. Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attention: Heather Clark Melissa Gilmore Re: NET Power Inc. Form 10-K for the Year Ended December 31, 2023 Filed March 11, 2024 File No. 001-40503 Dear Ms. Clark and Ms. Gilmore, NET Power Inc. (the “Company”) is in receipt of the letter dated Sep |
|
| September 10, 2024 |
investorday2024a Investor Presentation September 2024 2 Cautionary Note Regarding Forward-Looking Statements and Projections. |
|
| September 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 10, 2024 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File |
|
| August 27, 2024 |
NET Power Inc. 320 Roney St., Suite 200 Durham, North Carolina 27701 NET Power Inc. 320 Roney St., Suite 200 Durham, North Carolina 27701 August 27, 2024 VIA EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attention: Heather Clark Melissa Gilmore Re: NET Power Inc. Form 10-K for the Year Ended December 31, 2023 Filed March 11, 2024 File No. 001-40503 Dear Ms. Clark and Ms. Gi |
|
| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40503 NET Power Inc. (Exact |
|
| August 12, 2024 |
NET Power Reports Second Quarter 2024 Results and Provides Business Update NET Power Reports Second Quarter 2024 Results and Provides Business Update •Continued site work at La Porte demonstration facility in preparation for upcoming equipment validation campaigns; Baker Hughes combustor test rig on schedule to ship to La Porte in Q3 2024; first phase of testing on schedule to begin in Q4 2024 •Advanced Front-End Engineering and Design (FEED) work for Project Permian, th |
|
| August 12, 2024 |
Exhibit 10.2 NET POWER INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the NET Power Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), NET Power Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performance stock units (the “PSU |
|
| August 12, 2024 |
Exhibit 10.3 NET POWER, INC. 2023 OMNIBUS INCENTIVE PLAN STOCK OPTION GRANT NOTICE Pursuant to the terms and conditions of the NET Power, Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), NET Power, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the right and option to purchase all or any part of th |
|
| August 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2024 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Num |
|
| July 8, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-273183 NET POWER INC. 200,445,567 SHARES OF CLASS A COMMON STOCK 10,900,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus relates to the resale from time to time of 200,445,567 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), by the selling security holders named in this prospec |
|
| July 1, 2024 |
As filed with the Securities and Exchange Commission on July 1, 2024 As filed with the Securities and Exchange Commission on July 1, 2024 No. 333-273183 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 98-1580612 (State or other jurisdiction of incorporati |
|
| June 10, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 4, 2024 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Number |
|
| May 28, 2024 |
NPWR / NET Power Inc. / 8 Rivers Capital, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)* NET Power Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 64107A105 (CUSIP Number) Chris Richardson Chief |
|
| May 24, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-273183 NET POWER INC. 203,473,864 SHARES OF CLASS A COMMON STOCK 10,900,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus relates to the resale from time to time of 203,473,864 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), by the selling security holders named in this prospec |
|
| May 17, 2024 |
As filed with the Securities and Exchange Commission on May 17, 2024 As filed with the Securities and Exchange Commission on May 17, 2024 No. 333-273183 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 3620 98-1580612 (State or other jurisdiction of incorporation or o |
|
| May 13, 2024 |
NET POWER INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the NET Power Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), NET Power Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of restricted stock units (the “RSUs”) set forth b |
|
| May 13, 2024 |
PROSPECTUS SUPPLEMENT NO. 4 Filed pursuant to Rule 424(b)(3) (To prospectus dated September 25, 2023) Registration No. 333-273183 NET POWER INC. 204,903,904 SHARES OF CLASS A COMMON STOCK 10,900,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 25, 2023 (the “Prospec |
|
| May 13, 2024 |
NET Power Reports First Quarter 2024 Results and Provides Business Update NET Power Reports First Quarter 2024 Results and Provides Business Update •Continued site work at La Porte demonstration facility in preparation for upcoming equipment validation campaigns with Baker Hughes •Progressed Front-End Engineering and Design (FEED) work for Project Permian, the Company’s first utility-scale project in West Texas •Filed interconnection application with Midcontinent Independent System Operator (MISO) for OP1, the Company’s first originated project Durham, NC – NET Power Inc. |
|
| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40503 NET Power Inc. (Exact |
|
| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 13, 2024 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Number |
|
| April 29, 2024 |
PROSPECTUS SUPPLEMENT NO. 3 Filed pursuant to Rule 424(b)(3) (To prospectus dated September 25, 2023) Registration No. 333-273183 NET POWER INC. 204,903,904 SHARES OF CLASS A COMMON STOCK 10,900,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 25, 2023 (the “Prospec |
|
| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De |
|
| March 13, 2024 |
As filed with the Securities and Exchange Commission on March 13, 2024 As filed with the Securities and Exchange Commission on March 13, 2024 No. 333-273183 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 3620 98-1580612 (State or other jurisdiction of incorporation or |
|
| March 13, 2024 |
PROSPECTUS SUPPLEMENT NO. 2 Filed pursuant to Rule 424(b)(3) (To prospectus dated September 25, 2023) Registration No. 333-273183 NET POWER INC. 204,903,904 SHARES OF CLASS A COMMON STOCK 10,900,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 25, 2023 (the “Prospec |
|
| March 11, 2024 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the Class A common stock, par value $0. |
|
| March 11, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2024 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40503 NET Powe |
|
| March 11, 2024 |
NET Power Inc. Amended and Restated Executive Severance Plan NET POWER INC. FIRST AMENDED & RESTATED EXECUTIVE SEVERANCE PLAN 1.Purpose. NET Power Inc. (the “Company”) has adopted the NET Power Inc. First Amended & Restated Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose employment is terminated on or after March 7, 2024 (the “E |
|
| March 11, 2024 |
NET Power Reports Fourth Quarter and Year End 2023 Results and Provides Business Update NET Power Reports Fourth Quarter and Year End 2023 Results and Provides Business Update •Progressed Front-End Engineering and Design (FEED) for Project Permian, the Company’s first utility-scale project in West Texas; signed Limited Notice to Proceed (LNTP) with Baker Hughes to release long-lead material for the first utility-scale turboexpander •Signed Strategic Supplier Agreement with Lummus Technology to design and supply recuperative heat exchangers (“HXRs”) for NET Power’s near-zero emissions power generation cycle Durham, NC – NET Power Inc. |
|
| March 11, 2024 |
ctor Form RSU Grant Notice and Award Agreement NET POWER INC. 2023 Omnibus Incentive Plan NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the NET Power Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), NET Power Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of restricted stock units (t |
|
| March 11, 2024 |
CLAWBACK POLICY NET POWER INC. PURPOSE NET Power Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provide |
|
| March 11, 2024 |
Exhibit 21.1 List of Subsidiaries of NET Power Inc. as of March 11, 2024 Name Jurisdiction of Incorporation or Organization NET Power Operations LLC DE NET Power Intermediate LLC DE NET Power, LLC DE NET Power Atlas, LLC DE NET Power Canaveral, LLC DE NET Power Europe LTD United Kingdom NET Power Friendship 7, LLC DE NET Power Services, LLC DE NET Power Technology, LLC DE NET Power Management Hold |
|
| February 14, 2024 |
NPWR / NET Power Inc. / KENSICO CAPITAL MANAGEMENT CORP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 s13ga123123-netpower.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) * NET Power Inc. (Name of Issuer) Class A Common St |
|
| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NET Power Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64107A 105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
|
| February 12, 2024 |
NPWR / NET Power Inc. / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formnetpowersc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) NET Power Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 64107A105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
|
| February 7, 2024 |
NPWR / NET Power Inc. / ADAGE CAPITAL PARTNERS GP, L.L.C. - NET POWER INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NET Power Inc. (f/k/a Rice Acquisition Corp. II) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64107A105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriat |
|
| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
|
| November 14, 2023 |
NET Power Reports Third Quarter 2023 Results and Provides Business Update NET Power Reports Third Quarter 2023 Results and Provides Business Update •Progressed Project Permian, the Company’s first Texas-based project located near Midland-Odessa •Continued site preparation and modifications at La Porte test facility ahead of multiple equipment testing campaigns with Baker Hughes Durham, NC – NET Power Inc. |
|
| November 14, 2023 |
PROSPECTUS SUPPLEMENT NO. 1 Filed pursuant to Rule 424(b)(3) (To prospectus dated September 25, 2023) Registration No. 333-273183 NET POWER INC. 204,903,904 SHARES OF CLASS A COMMON STOCK 10,900,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 25, 2023 (the “Prospec |
|
| November 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2023 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File N |
|
| September 25, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-273183 NET POWER INC. 204,903,904 SHARES OF CLASS A COMMON STOCK 10,900,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK This prospectus relates to the resale from time to time of 204,903,904 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), by the selling security holders named in this prospec |
|
| September 21, 2023 |
NET Power Inc. 404 Hunt Street, Suite 410 Durham, North Carolina 27701 September 21, 2023 NET Power Inc. 404 Hunt Street, Suite 410 Durham, North Carolina 27701 September 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Alex King Erin Purnell Re: NET Power Inc. Registration Statement on Form S-1, as amended File No. 333-273183 Ladies and Gentlemen: Pursuant to R |
|
| September 15, 2023 |
NET Power Inc. 404 Hunt Street, Suite 410 Durham, North Carolina 27701 September 15, 2023 NET Power Inc. 404 Hunt Street, Suite 410 Durham, North Carolina 27701 September 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Alex King Erin Purnell Re: NET Power Inc. Registration Statement on Form S-1 Filed on July 7, 2023 File No. 333-273183 Ladies and Gentlemen: Set |
|
| September 15, 2023 |
Exhibit 21.1 List of Subsidiaries of NET Power Inc. as of September 15, 2023 Name Jurisdiction of Incorporation or Organization NET Power Operations LLC (F/k/a Rice Acquisition Holdings II LLC) DE NET Power Intermediate LLC (F/k/a Topo Buyer Co, LLC) DE NET Power, LLC DE NET Power Atlas, LLC DE NET Power Canaveral, LLC DE NET Power Europe LTD United Kingdom NET Power Friendship 7, LLC DE NET Power |
|
| September 15, 2023 |
As filed with the Securities and Exchange Commission on September 15, 2023 As filed with the Securities and Exchange Commission on September 15, 2023 No. 333-273183 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 3620 98-1580612 (State or other jurisdiction of incorporation or organizati |
|
| September 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NET Power Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
|
| August 25, 2023 |
NET POWER INC. EXECUTIVE SEVERANCE PLAN 1.Purpose. NET Power Inc. (the “Company”) has adopted the NET Power Inc. Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose employment is terminated on or after August 21, 2023 (the “Effective Date”). The Plan is intended to be main |
|
| August 25, 2023 |
[NET Power Inc. Letterhead] [Date] Re: Participation Agreement – NET Power Inc. Executive Severance Plan Dear []: We are pleased to inform you that you have been designated as eligible to participate in the NET Power Inc. Executive Severance Plan (as it may be amended from time to time, the “Plan”). Your participation in the Plan is subject to the terms and conditions of the Plan and your executio |
|
| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2023 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Num |
|
| August 22, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) NET Power Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0 |
|
| August 22, 2023 |
As filed with the Securities and Exchange Commission on August 22, 2023 As filed with the Securities and Exchange Commission on August 22, 2023 Registration No. |
|
| August 14, 2023 |
NET Power Reports Second Quarter 2023 Results and Provides Business Update NET Power Reports Second Quarter 2023 Results and Provides Business Update •Completed business combination with Rice Acquisition Corp. |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2023 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Num |
|
| July 11, 2023 |
NET Power Inc. 410 Hunt Street, Suite 410 Durham, North Carolina 27701 July 11, 2023 NET Power Inc. 410 Hunt Street, Suite 410 Durham, North Carolina 27701 July 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: NET Power Inc. Registration Statement on Form S-1 File No. 333-273183 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-1 (File No. 333-273183) filed |
|
| July 7, 2023 |
As filed with the Securities and Exchange Commission on July 7, 2023 As filed with the Securities and Exchange Commission on July 7, 2023 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 3620 98-1580612 (State or other jurisdiction of incorporation or organization) (Primary Standard Industria |
|
| July 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NET Power Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
|
| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 29, 2023 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NET Power Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64107A 105 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
|
| June 30, 2023 |
Letter from WithumSmith + Brown, PC. Exhibit 16.1 June 30, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Net Power Inc’s (f/k/a Rice Acquisition Corp. II) statements included under Item 4.01 of its Form 8-K dated June 29, 2023. We agree with the statements concerning our Firm under Item 4.01(a), in which we were informed of our dismiss |
|
| June 20, 2023 |
Exhibit 12 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0. |
|
| June 20, 2023 |
Exhibit 7.1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restat |
|
| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* NET Power Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64107A 105 (CUSIP Number) June 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
|
| June 20, 2023 |
NPWR / NET Power Inc - Class A / OCCIDENTAL PETROLEUM CORP /DE/ - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NET Power Inc. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 64107A 105 (CUSIP Number) OLCV Net Power, LLC c/o Occidental Petroleum Corp. 5 Greenway Plaza, Suite 110 Houston, TX 77046 With copies to: A.J. Ericksen Emery Choi Scott |
|
| June 20, 2023 |
Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of NET Power Inc. |
|
| June 20, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. )* NET Power Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 per share (Title of Class of Securities) G75529100 (CUSIP Number) Constellation Energy Corporation 1310 Point Street Baltimore, Maryland 21231-3380 (833) 883-0162 Attn: Daniel L. Eggers and Constellation Energy Generation, LLC 200 Exelon W |
|
| June 20, 2023 |
NPWR / NET Power Inc - Class A / 8 Rivers Capital, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* NET Power Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 64107A105 (CUSIP Number) Cameron Hosie Chief Exec |
|
| June 14, 2023 |
Exhibit 99.1 NET Power, LLC Consolidated Financial Statements As of and for the Three Months Ended March 31, 2023 and 2022 and as of the Year Ended December 31, 2022 NET Power, LLC Table of Contents Pages Consolidated Financial Statements: Consolidated Balance Sheets F-2 Consolidated Statements of Operations and Comprehensive Income (Loss) F-3 Consolidated Statements of Members’ Equity F-4 Consoli |
|
| June 14, 2023 |
Exhibit 10.3 Execution Version TAX RECEIVABLE AGREEMENT by and among NET POWER INC., NET POWER OPERATIONS LLC, CERTAIN COMPANY UNITHOLDERS and THE AGENT DATED AS OF JUNE 8, 2023 Table of Contents Page Article I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Interpretative Provisions 10 Article II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 11 Section 2.1 Exchange Sch |
|
| June 14, 2023 |
Exhibit 99.3 Management’s Discussion and Analysis of Financial Condition and Results of Operations of NET Power, LLC The following discussion of our financial condition and results of operations should be read in conjunction with NET Power’s audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included in the proxy statement/prospectus of NET Power Inc |
|
| June 14, 2023 |
Exhibit 21.1 List of Subsidiaries of NET Power Inc. as of June 8, 2023 Name Jurisdiction of Incorporation or Formation NET Power Operations LLC (F/k/a Rice Acquisition Holdings II LLC) DE NET Power Intermediate LLC (F/k/a Topo Buyer Co, LLC) DE NET Power, LLC DE NET Power Europe LTD United Kingdom NET Power Technology, LLC DE NET Power Atlas, LLC DE NET Power Canaveral, LLC DE NET Power Friendship |
|
| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 NET POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commission File Number |
|
| June 14, 2023 |
Exhibit 10.2 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NET POWER OPERATIONS LLC DATED AS OF JUNE 8, 2023 THE LIMITED LIABILITY COMPANY INTERESTS IN NET POWER OPERATIONS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED |
|
| June 14, 2023 |
Exhibit 10.4 Execution Version INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of June 8, 2023, by and between NET POWER INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or officers unless they are provided wi |
|
| June 14, 2023 |
Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF NET POWER INC. June 8, 2023 ARTICLE I NAME The name of the corporation is NET Power Inc. (the “Corporation”). ARTICLE II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”). The Corporation is bei |
|
| June 14, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K to which these financial statements are an exhibit (the “Form 8-K”) . The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial |
|
| June 14, 2023 |
Exhibit 3.2 Final BYLAWS OF NET POWER INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at such place as shall be stated in the Certificate of Incorporation of the Corporation (as amended and/or restated, the “Certificate of Incorporation”) from time to time. Section 1.2 Additional Office |
|
| June 14, 2023 |
Exhibit 10.1 Execution Version STOCKHOLDERS’ AGREEMENT This Stockholders’ Agreement (this “Agreement”) is made as of June 8, 2023, by and among (a) the Stockholders listed on Schedule I hereto under “Initial NET Power Holders” (together with their respective Permitted Transferees (as defined below), the “NET Power Holders”); (b) Rice Acquisition Holdings II LLC, to be renamed as NET Power Operatio |
|
| June 14, 2023 |
Exhibit 10.5 Final NET POWER INC. 2023 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this NET Power Inc. 2023 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strength |
|
| June 9, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 20, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
|
| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation |
|
| June 5, 2023 |
Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) On June 5, 2023, Rice Acquisition Corp. II (“RONI”) and NET Power, LLC (“NET Power”) issued the press release set forth below, and RONI pos |
|
| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commi |
|
| May 30, 2023 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commi |
|
| May 26, 2023 |
The date of this Supplement is May 26, 2023. Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-268975 SUPPLEMENT NO. 1 (To the Proxy Statement/Prospectus dated May 10, 2023) This Supplement No. 1 (this “Supplement”) supplements the proxy statement/prospectus dated May 10, 2023 (the “Proxy Statement/Prospectus”) that was mailed by Rice Acquisition Corp. II, an exempted company incorporated in the Cayman Islands (“RONI”), to its |
|
| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commi |
|
| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Commi |
|
| May 24, 2023 |
SK PIPE Subscription Agreement Exhibit 10.1 SUBSCRIPTION AGREEMENT Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Rice Acquisition Corp. II, a Cayman Islands exempted company (“RONI”), which shall be domesticated a |
|
| May 24, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Rice Acquisition Corp. II, a Cayman Islands exempted company (“RONI”), which shall be domesticated a |
|
| May 19, 2023 |
Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) On May 19, 2023, Rice Acquisition Corp. II (“RONI”) and NET Power, LLC (“NET Power”) issued the press release set forth below, and RONI pos |
|
| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registrant as |
|
| May 10, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-268975 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF RICE ACQUISITION CORP. II PROSPECTUS FOR UP TO 199,845,063 SHARES OF COMMON STOCK AND 19,525,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF RICE ACQUISITION CORP. II (TO BE RENAMED “NET Power Inc.” FOLLOWING DOMESTICATION IN THE STATE OF DELAWARE AND IN CONNECTION WITH TH |
|
| May 9, 2023 |
As filed with the Securities and Exchange Commission on May 8, 2023 As filed with the Securities and Exchange Commission on May 8, 2023 No. 333-268975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1580612 (State or other jurisdiction of incorporation or organization) (Primary |
|
| May 8, 2023 |
Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 May 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549-3561 Attention: Erin Donahue and Evan Ewing Re: Rice Acquisition Corp. II Registration Statement on Form S-4, as amended File No. 333-268975 La |
|
| May 4, 2023 |
Proxy Card for Extraordinary General Meeting. Exhibit 99.1 |
|
| May 4, 2023 |
As filed with the Securities and Exchange Commission on May 3, 2023 As filed with the Securities and Exchange Commission on May 3, 2023 No. 333-268975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1580612 (State or other jurisdiction of incorporation or organization) (Primary |
|
| May 4, 2023 |
Consent of Eunkyung Sung to be named as a Director. Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquisi |
|
| April 24, 2023 |
Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT CUSTOMARILY TREATS AS PRIVATE OR CONFIDENTIAL Execution Copy GROUND LEASE Between AIR LIQUIDE LARGE INDUSTRIES U.S. LP As Landlord, and NET POWER, LLC As Tenant TABLE OF CONTENTS Page ARTICLE 1. DEFINIT |
|
| April 24, 2023 |
Exhibit 2.1 Execution Version FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this “Amendment”), dated as of April 23, 2023 (the “Effective Date”), is by and among (i) Topo Buyer Co, LLC, a Delaware limited liability company, and (ii) NET Power, LLC, a Delaware limited liability company (collectively, the “Parties” and each, a “Part |
|
| April 24, 2023 |
As filed with the Securities and Exchange Commission on April 24, 2023 No. 333-268975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1580612 (State or other jurisdiction of incorporation or organization) (Prim |
|
| April 24, 2023 |
Form of Stockholders Agreement Exhibit 10.1 STOCKHOLDERS’ AGREEMENT This Stockholders’ Agreement (this “Agreement”) is made as of [●], 2023, by and among (a) the Stockholders listed on Schedule I hereto under “Initial NET Power Holders” (together with their respective Permitted Transferees (as defined below), the “NET Power Holders”); (b) Rice Acquisition Holdings II LLC, to be renamed as NET Power Operations LLC on the date he |
|
| April 24, 2023 |
Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 April 24, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Beverly Singleton Ernest Greene Erin Donahue Evan Ewing Re: Rice Acquisition Corp. II Amendment No. 2 to Registration Statement o |
|
| April 24, 2023 |
Exhibit 10.2 Execution Version FIRST AMENDMENT TO THE SUPPORT AGREEMENT This First Amendment to the Support Agreement (this “Amendment”), dated as of April 23, 2023 (the “Effective Date”), is by and among Rice Acquisition Corp. II, a Cayman Islands exempted company, Rice Acquisition Sponsor II LLC, a Delaware limited liability company, NET Power, LLC, a Delaware limited liability company, and the |
|
| April 24, 2023 |
Exhibit 99.1 NET Power and Rice Acquisition Corp. II Announce Upsized PIPE Commitments from Occidental and Rice Family Occidental and Rice family increase their PIPE investments by $275 million combined, bringing total committed capital to $510 million for the proposed transaction April 24, 2023 – NET Power, LLC (“NET Power”) and Rice Acquisition Corp. II (NYSE: RONI) (“RONI”) today announced an a |
|
| April 24, 2023 |
Consent of Damian Beauchamp to be named as a Director. Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquisi |
|
| April 24, 2023 |
Consent of Carol Peterson to be named as a Director. Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquisi |
|
| April 24, 2023 |
Consent of Brad Pollack to be named as a Director. Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquisi |
|
| April 24, 2023 |
Exhibit 10.2 Execution Version FIRST AMENDMENT TO THE SUPPORT AGREEMENT This First Amendment to the Support Agreement (this “Amendment”), dated as of April 23, 2023 (the “Effective Date”), is by and among Rice Acquisition Corp. II, a Cayman Islands exempted company, Rice Acquisition Sponsor II LLC, a Delaware limited liability company, NET Power, LLC, a Delaware limited liability company, and the |
|
| April 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Rice Acquisition Corp. |
|
| April 24, 2023 |
Exhibit 99.2 Updated Illustrative Transaction Summary April 2023 Disclaimer (1/2) This presentation of Rice Acquisition Corp . II ("RONI") and NET Power, LLC ("NET Power") is for informational purposes only . This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination between RONI and NET Pow |
|
| April 24, 2023 |
Consent of Frederick A. Forthuber to be named as a Director. Exhibit 99.11 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquis |
|
| April 24, 2023 |
Form of Stockholders Agreement Exhibit 10.1 STOCKHOLDERS’ AGREEMENT This Stockholders’ Agreement (this “Agreement”) is made as of [●], 2023, by and among (a) the Stockholders listed on Schedule I hereto under “Initial NET Power Holders” (together with their respective Permitted Transferees (as defined below), the “NET Power Holders”); (b) Rice Acquisition Holdings II LLC, to be renamed as NET Power Operations LLC on the date he |
|
| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): April 23, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Com |
|
| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): April 23, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Com |
|
| April 24, 2023 |
Proxy Card for Extraordinary General Meeting. Exhibit 99.1 1 |
|
| April 24, 2023 |
Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT CUSTOMARILY TREATS AS PRIVATE OR CONFIDENTIAL Execution Copy PRODUCT SUPPLY AND SALES AGREEMENT This Agreement is effective as of July 1, 2015 (“Effective Date”), and is by and between Air Liquide Large |
|
| April 24, 2023 |
Consent of Peter J. (Jeff) Bennett to be named as a Director. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquisi |
|
| April 24, 2023 |
Consent of Joseph T. Kelliher to be named as a Director. Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquisi |
|
| April 24, 2023 |
Consent of Alejandra Veltmann to be named as a Director. Exhibit 99.10 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquis |
|
| April 24, 2023 |
Exhibit 99.1 NET Power and Rice Acquisition Corp. II Announce Upsized PIPE Commitments from Occidental and Rice Family Occidental and Rice family increase their PIPE investments by $275 million combined, bringing total committed capital to $510 million for the proposed transaction April 24, 2023 – NET Power, LLC (“NET Power”) and Rice Acquisition Corp. II (NYSE: RONI) (“RONI”) today announced an a |
|
| April 24, 2023 |
Exhibit 4.4 FORM OF CERTIFICATE OF CORPORATE DOMESTICATION OF rice acquisition Corp. ii Pursuant to Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) Rice Acquisition Corp. II, presently incorporated as a Cayman Islands exempted company, (the “Company”), DOES HEREBY CERTIFY: 1. The Company was first incorporated on February 2, 2021 under the laws of the Cayman Island |
|
| April 24, 2023 |
Consent of Ralph Alexander to be named as a Director. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Rice Acquisition Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Rice Acquisi |
|
| April 24, 2023 |
Exhibit 99.2 Updated Illustrative Transaction Summary April 2023 Disclaimer (1/2) This presentation of Rice Acquisition Corp . II ("RONI") and NET Power, LLC ("NET Power") is for informational purposes only . This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination between RONI and NET Pow |
|
| April 24, 2023 |
Exhibit 2.1 Execution Version FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this “Amendment”), dated as of April 23, 2023 (the “Effective Date”), is by and among (i) Topo Buyer Co, LLC, a Delaware limited liability company, and (ii) NET Power, LLC, a Delaware limited liability company (collectively, the “Parties” and each, a “Part |
|
| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Com |
|
| March 21, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Com |
|
| March 21, 2023 |
Exhibit 99.1 NET Power Analyst Day March 2023 Disclaimer (1/2) This presentation is being delivered by Rice Acquisition Corp . II ("RONI") and NET Power, LLC ("NET Power") for informational purposes only . This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination between RONI and NET Power |
|
| March 21, 2023 |
Exhibit 99.1 NET Power Analyst Day March 2023 Disclaimer (1/2) This presentation is being delivered by Rice Acquisition Corp . II ("RONI") and NET Power, LLC ("NET Power") for informational purposes only . This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination between RONI and NET Power |
|
| March 7, 2023 |
As filed with the Securities and Exchange Commission on March 6, 2023 As filed with the Securities and Exchange Commission on March 6, 2023 No. 333-268975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1580612 (State or other jurisdiction of incorporation or organization) (Prima |
|
| March 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Rice Acquisition Corp. |
|
| March 6, 2023 |
Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 March 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Beverly Singleton Ernest Greene Erin Donahue Evan Ewing Re: Rice Acquisition Corp. II Amendment No. 1 to Registration Statement on |
|
| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registrant |
|
| February 27, 2023 |
Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) On February 27, 2023, an interview with Daniel Joseph Rice, IV, a current director of Rice Acquisition Corp. II (“RONI”), was published on |
|
| February 14, 2023 |
JOINT FILING AGREEMENT February 14, 2023 EXHIBIT 99.1 JOINT FILING AGREEMENT February 14, 2023 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
|
| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rice Acquisition Corp. II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G75529100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
|
| February 14, 2023 |
RONI / Rice Acquisition Corp. II / KENSICO CAPITAL MANAGEMENT CORP - SC 13G/A Passive Investment SC 13G/A 1 s13g123122-riceacqii.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) * Rice Acquisition Corp. II (Name of Issuer) Class A Ordi |
|
| February 14, 2023 |
RONI / Rice Acquisition Corp. II / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 sc13griceacquisitioncorp.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Rice Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G75529100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat |
|
| February 2, 2023 |
Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT CUSTOMARILY TREATS AS PRIVATE OR CONFIDENTIAL. FINAL AMENDED AND RESTATED LICENSE AGREEMENT by and between NET POWER, LLC and 8 RIVERS CAPITAL, LLC AUGUST 7, 2014 TABLE OF CONTENTS Page 1. DEFINITIONS. |
|
| February 2, 2023 |
Exhibit 10.21 December 2, 2022 Mr. Ron DeGregorio 9096 SE Harbor Island Way Hobe Sound FL 33455 RONI Transaction – Market Adjustment Payment Dear Ron: Reference is made to that certain Amended and Restated Profits Interest Share Award Agreement dated on or about the date hereof between NET Power, LLC (the “Company”) and you (the “Profits Interest Agreement”). Capitalized terms used herein have the |
|
| February 2, 2023 |
Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT CUSTOMARILY TREATS AS PRIVATE OR CONFIDENTIAL. Confidential – Subject to the confidentiality provisions of this Joint Development Agreement AMENDED AND RESTATED JOINT DEVELOPMENT AGREEMENT This AMENDED |
|
| February 2, 2023 |
Exhibit 10.25 - Confidential - Service Provider Agreement This Service Provider Agreement (the “Agreement”) is made and entered into as of the Effective Date, by and between the identified Service Provider and NET Power, LLC, a Delaware limited liability company (the “Company”). Service Provider and the Company may be referred to individual as a “party” or collectively as the “parties.” “Service P |
|
| February 2, 2023 |
Exhibit 10.22 Service Provider Agreement This Service Provider Agreement (the “Agreement”) is made and entered into as of the Effective Date, by and between the identified Service Provider and NET Power, LLC, a Delaware limited liability company (the “Company”). Service Provider and the Company may be referred to individual as a “party” or collectively as the “parties.” “Service Provider” Service |
|
| February 2, 2023 |
Exhibit 10.17 Service Provider Agreement This Service Provider Agreement (the “Agreement”) is made and entered into as of the Effective Date, by and between the identified Service Provider and NET Power, LLC, a Delaware limited liability company (the “Company”). Service Provider and the Company may be referred to individual as a “party” or collectively as the “parties.” “Service Provider” Service |
|
| February 2, 2023 |
As filed with the Securities and Exchange Commission on February 2, 2023 As filed with the Securities and Exchange Commission on February 2, 2023 No. 333-268975 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1580612 (State or other jurisdiction of incorporation or organization) (Pr |
|
| February 2, 2023 |
Exhibit 10.18 NET Power, LLC 406 Blackwell Street 4th Floor, Crowe Building Durham, NC 27701 +1 919 667-1800 NET Power, LLC Profits Interest Share Award Agreement This Profits Interest Share Award Agreement (the “Agreement”), made effective as of the Sept. 30, 2021 (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Compa |
|
| February 2, 2023 |
Exhibit 10.26 NET Power, LLC 406 Blackwell Street 4th Floor, Crowe Building Durham, NC 27701 +1 919 667-1800 NET Power, LLC Profits Interest Share Award Agreement This Profits Interest Share Award Agreement (the “Agreement”), made effective as of the April 18, 2022 (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Compa |
|
| February 2, 2023 |
Exhibit 10.19 NET Power, LLC 406 Blackwell Street 4th Floor, Crowe Building Durham, NC 27701 +1 919 667-1800 NET Power, LLC Amendments to Service Provider Agreement and to the Profits Interest Share Award Agreement of Ron DeGregorio This Amendment to (1) the Service Provider Agreement, and (2) to the Profits Interest Share Award Agreement of Ron DeGregorio (the “Amendment”), made effective as of t |
|
| February 2, 2023 |
Exhibit 10.14 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT CUSTOMARILY TREATS AS PRIVATE OR CONFIDENTIAL. Execution Copy License Agreement This License Agreement (including as it may be amended or modified in accordance with its terms, the “Agreement”), is ente |
|
| February 2, 2023 |
Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 February 2, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Beverly Singleton Ernest Greene Erin Donahue Evan Ewing Re: Rice Acquisition Corp. II Registration Statement on Form S-4 Filed |
|
| February 2, 2023 |
Exhibit 10.24 NET Power, LLC 406 Blackwell Street 4th Floor, Crowe Building Durham, NC 27701 +1 919 667-1800 NET Power, LLC Amendments to Service Provider Agreement and to the Consolidated Profits Interest Share Award Agreement of Akash Patel This Amendment to (1) the Service Provider Agreement, and (2) to the Consolidated Profits Interest Share Award Agreement of Akash Patel (the “Amendment”), ma |
|
| February 2, 2023 |
Exhibit 10.20 EXECUTION COPY NET Power, LLC Second Amendment to Service Provider Agreement and to the Profits Interest Share Award Agreement of Ron DeGregorio This Second Amendment to (1) the Service Provider Agreement, and (2) to the Profits Interest Share Award Agreement of Ron DeGregorio (the “Second Amendment”), made effective as of the date of completion of signing, below (the “Effective Date |
|
| February 2, 2023 |
Exhibit 10.23 NET Power, LLC 406 Blackwell Street 4th Floor, Crowe Building Durham, NC 27701 +1 919 667-1800 NET Power, LLC Consolidated Profits Interest Share Award Agreement of Akash Patel This Consolidated Profits Interest Share Award Agreement (the “Agreement”), made effective as of the Sept. 30, 2021 (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuan |
|
| February 2, 2023 |
Exhibit 10.27 NET Power, LLC 406 Blackwell Street 4th Floor, Crowe Building Durham, NC 27701 +1 919 667-1800 NET Power, LLC Amendments to Service Provider Agreement and to the Consolidated Profits Interest Share Award Agreement of Brian Allen This Amendment to (1) the Service Provider Agreement, and (2) to the Profits Interest Share Award Agreement of Brian Allen (the “Amendment”), made effective |
|
| January 27, 2023 |
Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) On January 26, 2023, an interview with Ron DeGregorio, current Chief Executive Officer of NET Power, LLC (“NET Power”), was published on Ca |
|
| January 17, 2023 |
Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) In connection with the proposed business combination involving Rice Acquisition Corp. II (“RONI”) and NET Power, LLC (“NET Power”), on Janu |
|
| January 4, 2023 |
425 1 ea171223-425riceacq2.htm FORM 425 Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) On January 4, 2023, an interview with Daniel Joseph Rice, IV, a current director of Rice Acquisitio |
|
| December 23, 2022 |
As filed with the Securities and Exchange Commission on December 22, 2022 As filed with the Securities and Exchange Commission on December 22, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1580612 (State or other jurisdiction of incorporation or organization) (Pri |
|
| December 23, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 ????.. (Form Type) Rice Acquisition Corp. II ????????????????????..? (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fe |
|
| December 23, 2022 |
Exhibit 21.1 Subsidiaries of Rice Acquisition Corp. II Set forth below is a list of subsidiaries of Rice Acquisition Corp. II and their respective place of incorporation. Name of Subsidiary Place of Incorporation Rice Acquisition Holdings II LLC Cayman Islands |
|
| December 23, 2022 |
Consent of Daniel Joseph Rice, IV to be named as a Director. Exhibit 99.2 DIRECTOR CONSENT I hereby consent to serve as a director of Rice Acquisition Corp. II (the ?Company?), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any pro |
|
| December 23, 2022 |
Consent of J. Kyle Derham to be named as a Director. Exhibit 99.3 DIRECTOR CONSENT I hereby consent to serve as a director of Rice Acquisition Corp. II (the ?Company?), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any pro |
|
| December 20, 2022 |
Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) On December 20, 2022, Rice Acquisition Corp. II (?RONI?) posted the following articles on its corporate website. Rice Acquisition Corp. II |
|
| December 15, 2022 |
Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) The following is an article which was originally published by Forbes on December 14, 2022, which contains quotes from Daniel Rice, a curren |
|
| December 14, 2022 |
Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of December 13, 2022, is made by and among Rice Acquisition Sponsor II LLC, a Delaware limited liability company (?Sponsor?), Rice Acquisition Corp. II (?RONI? and, following the Closing, the ?Public Company?), Rice Acquisition Holdings II, LLC (?RONI Holdings?), NET Power, LLC, a Delaware limited liab |
|
| December 14, 2022 |
Exhibit 99.3 Rice Acquisition Corp II (NYSE: RONI) Business Combination with NET Power Investor Call Transcript December 14, 2022 Legend: RONI = Rice Acquisition Corp II NPWR = NET Power LLC Speakers: Daniel Rice IV: Board Member, RONI and incoming Chief Executive Officer, NPWR Ron DeGregorio: current Chief Executive Officer, NPWR Kyle Derham: Chief Executive Officer, RONI and incoming Board Membe |
|
| December 14, 2022 |
Form of Tax Receivables Agreement Exhibit 10.5 FORM OF TAX RECEIVABLE AGREEMENT by and among [RICE ACQUISITION CORP. II], [RICE ACQUISITION HOLDINGS II LLC], [CERTAIN COMPANY UNITHOLDERS]1 and THE AGENT DATED AS OF [?], 2023 1 Note to Draft: Names to be updated based on renaming conventions for entities prior to Closing. Table of Contents Page Article I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Int |
|
| December 14, 2022 |
Exhibit 10.2 Execution Version SUPPORT AGREEMENT This Support Agreement (this ?Agreement?) is made and entered into as of December 13, 2022, by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (?RONI?), Rice Acquisition Sponsor II LLC, a Delaware limited liability company (?Sponsor?), NET Power, LLC, a Delaware limited liability company (the ?Company?), and the other Persons |
|
| December 14, 2022 |
Exhibit 99.3 Rice Acquisition Corp II (NYSE: RONI) Business Combination with NET Power Investor Call Transcript December 14, 2022 Legend: RONI = Rice Acquisition Corp II NPWR = NET Power LLC Speakers: Daniel Rice IV: Board Member, RONI and incoming Chief Executive Officer, NPWR Ron DeGregorio: current Chief Executive Officer, NPWR Kyle Derham: Chief Executive Officer, RONI and incoming Board Membe |
|
| December 14, 2022 |
Gas Mogul Daniel Rice to Invest in Clean-Energy Firm NET Filed by Rice Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Rice Acquisition Corp. II (File No. 001-40503) The following is an article which was originally published by Bloomberg News on December 14, 2022, which contains quotes from Daniel Rice, |
|
| December 14, 2022 |
Form of Tax Receivables Agreement Exhibit 10.5 FORM OF TAX RECEIVABLE AGREEMENT by and among [RICE ACQUISITION CORP. II], [RICE ACQUISITION HOLDINGS II LLC], [CERTAIN COMPANY UNITHOLDERS]1 and THE AGENT DATED AS OF [?], 2023 1 Note to Draft: Names to be updated based on renaming conventions for entities prior to Closing. Table of Contents Page Article I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Int |
|
| December 14, 2022 |
Exhibit 10.2 Execution Version SUPPORT AGREEMENT This Support Agreement (this ?Agreement?) is made and entered into as of December 13, 2022, by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (?RONI?), Rice Acquisition Sponsor II LLC, a Delaware limited liability company (?Sponsor?), NET Power, LLC, a Delaware limited liability company (the ?Company?), and the other Persons |
|
| December 14, 2022 |
Form of Subscription Agreement Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between Rice Acquisition Corp. II, a Cayman Islands exempted company (?RONI?), which shall be domest |
|
| December 14, 2022 |
Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of December 13, 2022, is made by and among Rice Acquisition Sponsor II LLC, a Delaware limited liability company (?Sponsor?), Rice Acquisition Corp. II (?RONI? and, following the Closing, the ?Public Company?), Rice Acquisition Holdings II, LLC (?RONI Holdings?), NET Power, LLC, a Delaware limited liab |
|
| December 14, 2022 |
Form of Amended & Restated LLC Agreement Exhibit 10.6 Final Form FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF [RICE ACQUISITION HOLDINGS II LLC]1 DATED AS OF [?], 2023 THE LIMITED LIABILITY COMPANY INTERESTS IN [RICE ACQUISITION HOLDINGS II LLC] HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN |
|
| December 14, 2022 |
Business Combination Agreement Exhibit 2.1 Execution Version Business Combination AGREEMENT by and among RICE ACQUISITION CORP. II, RICE ACQUISITION HOLDINGS II LLC, TOPO Buyer Co, LLC, TOPO Merger Sub, LLC and NET POWER, LLC, Dated as of DECEMBER 13, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Certain Definitions 4 Article II THE MERGER; CLOSING 25 Section 2.1 Closing Transactions; Merger 25 Section |
|
| December 14, 2022 |
Exhibit 99.1 NET Power to Combine with Rice Acquisition Corp. II to Accelerate Decarbonization of Natural Gas Power Generation ? NET Power?s proven technology generates near zero-emissions utility-scale power, delivering the world?s first scalable solution that achieves the energy trifecta: clean, reliable, low-cost power. ? Implied pro forma enterprise value of $1.459 billion and will be publicly |
|
| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) ( |
|
| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) ( |
|
| December 14, 2022 |
Exhibit 99.2 NET Power PIPE Presentation December 2022 Disclaimer (1/2) This presentation is being furnished solely for the purpose of considering a potential transaction involving Rice Acquisition Corp. II (?RONI?) and NET Power, LLC (?NET Power?). By accepting this presentation, the recipient acknowledges and agrees that all of the information contained herein is confidential, that the recipient |
|
| December 14, 2022 |
Exhibit 2.1 Execution Version Business Combination AGREEMENT by and among RICE ACQUISITION CORP. II, RICE ACQUISITION HOLDINGS II LLC, TOPO Buyer Co, LLC, TOPO Merger Sub, LLC and NET POWER, LLC, Dated as of DECEMBER 13, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Certain Definitions 4 Article II THE MERGER; CLOSING 25 Section 2.1 Closing Transactions; Merger 25 Section |
|
| December 14, 2022 |
Exhibit 99.1 NET Power to Combine with Rice Acquisition Corp. II to Accelerate Decarbonization of Natural Gas Power Generation ? NET Power?s proven technology generates near zero-emissions utility-scale power, delivering the world?s first scalable solution that achieves the energy trifecta: clean, reliable, low-cost power. ? Implied pro forma enterprise value of $1.459 billion and will be publicly |
|
| December 14, 2022 |
Form of Amended & Restated LLC Agreement Exhibit 10.6 Final Form FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF [RICE ACQUISITION HOLDINGS II LLC]1 DATED AS OF [?], 2023 THE LIMITED LIABILITY COMPANY INTERESTS IN [RICE ACQUISITION HOLDINGS II LLC] HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN |
|
| December 14, 2022 |
Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and between Rice Acquisition Corp. II, a Cayman Islands exempted company (?RONI?), which shall be domest |
|
| December 14, 2022 |
Exhibit 99.2 NET Power PIPE Presentation December 2022 Disclaimer (1/2) This presentation is being furnished solely for the purpose of considering a potential transaction involving Rice Acquisition Corp. II (?RONI?) and NET Power, LLC (?NET Power?). By accepting this presentation, the recipient acknowledges and agrees that all of the information contained herein is confidential, that the recipient |
|
| December 14, 2022 |
Form of Stockholders Agreement Exhibit 10.4 FORM OF STOCKHOLDERS? AGREEMENT This Stockholders? Agreement (this ?Agreement?) is made as of [?], 2023, by and among (a) the Stockholders listed on Schedule I hereto under ?Initial NET Power Holders? (together with their respective Permitted Transferees (as defined below), the ?NET Power Holders?); (b) Rice Acquisition Holdings II LLC, to be renamed as [?] on the date hereof (?OpCo?) |
|
| December 14, 2022 |
Form of Stockholders Agreement Exhibit 10.4 FORM OF STOCKHOLDERS? AGREEMENT This Stockholders? Agreement (this ?Agreement?) is made as of [?], 2023, by and among (a) the Stockholders listed on Schedule I hereto under ?Initial NET Power Holders? (together with their respective Permitted Transferees (as defined below), the ?NET Power Holders?); (b) Rice Acquisition Holdings II LLC, to be renamed as [?] on the date hereof (?OpCo?) |
|
| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registran |
|
| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registrant as |
|
| June 22, 2022 |
RONI / Rice Acquisition Corp. II / RP Investment Advisors LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rice Acquisition Corp. II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G75529100 (CUSIP Number) June 13, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
|
| June 22, 2022 |
JOINT FILING AGREEMENT June 22, 2022 EXHIBIT 99.1 JOINT FILING AGREEMENT June 22, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunde |
|
| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registrant as |
|
| March 30, 2022 |
Description of Registrant’s Securities.* Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Rice Acquisition Corp. II (?we,? ?us,? ?our? or the ?company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restate |
|
| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registrant |
|
| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact |
|
| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) ( |
|
| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of Report (Date of earliest event reported): February 21, 2022 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) ( |
|
| February 14, 2022 |
RONI / Rice Acquisition Corp. II / KENSICO CAPITAL MANAGEMENT CORP - SCH 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) * Rice Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, $.0001 par value (Title of Class |
|
| February 11, 2022 |
RONI / Rice Acquisition Corp. II / Rice Acquisition Sponsor II LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Rice Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G75529 100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
|
| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registran |
|
| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registrant as |
|
| August 6, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2021 RICE ACQUISITION CORP. II (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction of incorporation) (Com |
|
| August 6, 2021 |
Exhibit 99.1 Rice Acquisition Corp. II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing August 6, 2021 CARNEGIE, Pennsylvania, August 6, 2021 ? Rice Acquisition Corp. II (NYSE: RONI U) (the ?Company?) announced that, commencing August 6, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade the Class A ordinary |
|
| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RICE ACQUISITION CORP. II (Exact name of registrant as |
|
| June 28, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rice Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G75529118** (CUSIP Number) June 18, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru |
|
| June 24, 2021 |
Exhibit 99.1 RICE ACQUISITION CORP. II Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheet as of June 18, 2021 F-3 Notes to Consolidated Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Rice Acquisition Corp. II Opinion on the Consolidated Financial Statement We have audited the acco |
|
| June 24, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2021 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction (Commission File Number |
|
| June 21, 2021 |
Exhibit 10.4 RICE ACQUISITION CORP. II RICE ACQUISITION HOLDINGS II LLC 102 East Main Street, Second Story Carnegie, PA 15106 June 15, 2021 Rice Acquisition Sponsor II LLC 102 East Main Street, Second Story Carnegie, PA 15106 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Rice Acquisition Corp. II (the ?Company?), Rice Acquisition Holdings II LLC (?Opco?) and |
|
| June 21, 2021 |
Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RICE ACQUISITION CORP. II (adopted by special resolution dated June 15, 2021 and effective on June 15, 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RICE ACQ |
|
| June 21, 2021 |
Exhibit 10.1 June 15, 2021 Rice Acquisition Corp. II 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the |
|
| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2021 RICE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40503 98-1580612 (State or other jurisdiction (Commission File Number |
|
| June 21, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of June 15, 2021, by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (?Opco? and together with the Company, the ?SPAC Parties?), and Continental Stoc |
|
| June 21, 2021 |
Exhibit 10.6 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE ACQUISITION HOLDINGS II LLC DATED June 15, 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN RICE ACQUISITION HOLDINGS II LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE U |
|
| June 21, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of June 15, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Rice Acquisition Holdings II LLC, a Cayman Islands limited |
|
| June 21, 2021 |
Exhibit 1.1 30,000,000 Units RICE ACQUISITION CORP. II ($10.00 per Unit) UNDERWRITING AGREEMENT June 15, 2021 Citigroup Global Markets Inc. Barclays Capital Inc. As the Representative of the several Underwriters named in Schedule I attached hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 L |
|
| June 21, 2021 |
Exhibit 4.1 WARRANT AGREEMENT by and among RICE ACQUISITION CORP. II, RICE ACQUISITION HOLDINGS II LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of June 15, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of June 15, 2021, is by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Rice Acquisition Holdings II LLC, a Cayman Islands limited l |
|
| June 21, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 15, 2021, is made and entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page he |
|
| June 17, 2021 |
Rice Acquisition Corp. II $300,000,000 30,000,000 Units 424B4 1 f424b40621riceacqcorp2.htm PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration Nos. 333-254080 and 333-257127 P R O S P E C T U S Rice Acquisition Corp. II $300,000,000 30,000,000 Units Rice Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitali |
|
| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rice Acquisition Corp. |
|
| June 15, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 15, 2021 S-1MEF 1 ea142791-s1mefriceacq2.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on June 15, 2021 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rice Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1580612 (State o |
