--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-046954" form_type: "8-K" ticker: "NPWR" cik: "0001845437" company_name: "NET Power Inc." filed_at: "2023-06-07T23:59:59+00:00" generated_at: "2026-06-14T06:03:18.198880+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Shareholders approve NET Power business combination; 61% of Class A shares redeemed, closing June 8 ## Summary - Shareholders approved Business Combination, Domestication, Charter, Director Election, and Incentive Plan proposals. - Holders of 21,195,224 Class A shares (61%) exercised redemption rights; gross proceeds expected >$675M ($540M PIPE + >$135M trust). - Business Combination expected to close June 8, 2023; Class A common stock and warrants to trade as NPWR and NPWR WS on NYSE June 9. - Incentive Plan approved: 20,468,545 Class A shares reserved (9% of post-combination shares), with annual increases through 2033. - Ten directors elected to serve staggered terms: Class I (Alexander, Forthuber, Peterson, Sung), Class II (Bennett, Derham, Veltmann), Class III (Kelliher, Pollack, Rice). ## SEC filing metadata - accession: 0001213900-23-046954 - form_type: 8-K - ticker: NPWR - cik: 0001845437 - company_name: NET Power Inc. - filed_at: 2023-06-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.02, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1845437/000121390023046954/0001213900-23-046954-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845437/000121390023046954/ea179853-8k_riceacq2.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-046954 - JSON: https://secwatch.observer/filing/0001213900-23-046954.json - Plain text: https://secwatch.observer/filing/0001213900-23-046954.txt ## Key facts - Shareholder Votes NET Power Inc. shareholders approved Governing Documents Proposal C – To approve as an ordinary resolution, upon the Domestication, the provision that certain provisions of the Proposed Certificate of Incorporation are subject to the Stockholders’ Agreement (as defined in the Proxy Statement/Prospectus) at the 2023-06-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-06 source text: Governing Documents Proposal C – To approve as an ordinary resolution, upon the Domestication, the provision that certain provisions of the Proposed Certificate of Incorporation are subject to the Stockholders’ Agreement (as defined in the Proxy Statement/Prospectus): Ordinary Share Abstentions Broker Non-Votes 32,306,878 2,337,781 239,095 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023046954/0001213900-23-046954-index.htm - Shareholder Votes NET Power Inc. shareholders approved To approve as a special resolution that RONI be de-registered in the Cayman Islands pursuant to article 47 of its articles of association and registered by way of continuation as a corporation under the laws of the state of Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayma at the 2023-06-06 meeting. - Outcome: passed - Meeting: 2023-06-06 source text: The Domestication Proposal – To approve as a special resolution that RONI be de-registered in the Cayman Islands pursuant to article 47 of its articles of association and registered by way of continuation as a corporation under the laws of the state of Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and, conditional upon, and with effect from, the registration of RONI as a corporation in the State of Delaware, the name of RONI be changed from “Rice Acquisition Corp. II” to “NET Power Inc.”: Ordinary Share Abstentions Broker Non-Votes 32,545,436 2,337,118 1,200 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023046954/0001213900-23-046954-index.htm - Shareholder Votes NET Power Inc. shareholders approved Governing Documents Proposal B – To approve as an ordinary resolution, upon the Domestication, the authorization to the NET Power Inc. Board to issue any or all shares of NET Power Inc. preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by at the 2023-06-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-06 source text: Governing Documents Proposal B – To approve as an ordinary resolution, upon the Domestication, the authorization to the NET Power Inc. Board to issue any or all shares of NET Power Inc. preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the NET Power Inc. Board and as may be permitted by the Delaware General Corporation Law: Ordinary Share Abstentions Broker Non-Votes 30,464,385 4,178,373 240,996 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023046954/0001213900-23-046954-index.htm - Shareholder Votes NET Power Inc. shareholders approved Governing Documents Proposal A – To approve as an ordinary resolution, upon the Domestication, to change the authorized share capital of RONI from (i) 300,000,000 Class A Shares, (ii) 30,000,000 Class B Shares, and (iii) 1,000,000 preference shares, par value $0.0001, to (A) 520,000,000 shares of Cl at the 2023-06-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-06 source text: Governing Documents Proposal A – To approve as an ordinary resolution, upon the Domestication, to change the authorized share capital of RONI from (i) 300,000,000 Class A Shares, (ii) 30,000,000 Class B Shares, and (iii) 1,000,000 preference shares, par value $0.0001, to (A) 520,000,000 shares of Class A Common Stock, (B) 310,000,000 shares of Class B Common Stock and (C) 1,000,000 shares of preferred stock, par value $0.0001 per share, of NET Power Inc. ("NET Power Inc. preferred stock"): Ordinary Share Abstentions Broker Non-Votes 29,683,857 4,962,402 237,495 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023046954/0001213900-23-046954-index.htm - Shareholder Votes NET Power Inc. shareholders approved To approve as a special resolution that, upon the Domestication, the amended and restated memorandum and articles of association of RONI (the “Existing Governing Documents”) be amended and restated by the proposed new certificate of incorporation of NET Power Inc. (the “Proposed Certificate of Incor at the 2023-06-06 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-06 source text: The Charter Proposal – To approve as a special resolution that, upon the Domestication, the amended and restated memorandum and articles of association of RONI (the “Existing Governing Documents”) be amended and restated by the proposed new certificate of incorporation of NET Power Inc. (the “Proposed Certificate of Incorporation”) and the proposed new bylaws of NET Power Inc. (the “Proposed Bylaws”), including authorization of the change in authorized share capital as indicated therein and the change of name of “Rice Acquisition Corp. II” to “NET Power Inc.” in connection with the Business Combination: Ordinary Share Abstentions Broker Non-Votes 32,545,436 2,337,117 1,201 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023046954/0001213900-23-046954-index.htm - Shareholder Votes NET Power Inc. shareholders approved To approve as an ordinary resolution and to adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby at the 2023-06-06 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-06-06 source text: The Business Combination Proposal – To approve as an ordinary resolution and to adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby (the “Business Combination Proposal”): Ordinary Share Abstentions Broker Non-Votes 32,545,406 2,337,148 1,200 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023046954/0001213900-23-046954-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.