8-K
filed June 14, 2023, 7:59 PM ET
ticker NPWR
CIK 0001845437
M&A
confidence high
sentiment neutral
materiality 0.80
NET Power Inc. (NPWR): M&A transaction — NET Power completes business combination with Rice Acquisition; begins trading on NYSE
NET Power Inc.
- Business combination closed June 8, 2023; NET Power Inc. (formerly RONI) now public under ticker NPWR.
- PIPE financing raised $540.4M from 54.0M shares at $10.00/share to fund growth.
- Public redemptions of 21.2M shares at $10.33; post-combination shares: 67.4M Class A, 144.8M Class B.
- Board of 10 directors: OXY designates three, 8 Rivers, Constellation, Sponsor each one.
- Legacy holders locked up: 33.3% price-based (3yr) and 66.7% time-based (1yr) with price-trigger acceleration.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
James Lytal resigned as director of RONI at NET Power Inc..
- Action
- resigned
- Role
- director of RONI
Exact text from the filing
each of Jide Famuagun, Carrie M. Fox and James Lytal resigned as a director of RONI.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
J. Kyle Derham resigned as Chief Executive Officer at NET Power Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
J. Kyle Derham resigned as the Company’s Chief Executive Officer and James Wilmot Rogers resigned as the Company’s Chief Financial Officer and Chief Accounting Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jide Famuagun resigned as director of RONI at NET Power Inc..
- Action
- resigned
- Role
- director of RONI
Exact text from the filing
each of Jide Famuagun, Carrie M. Fox and James Lytal resigned as a director of RONI.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Carrie M. Fox resigned as director of RONI at NET Power Inc..
- Action
- resigned
- Role
- director of RONI
Exact text from the filing
each of Jide Famuagun, Carrie M. Fox and James Lytal resigned as a director of RONI.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
James Wilmot Rogers resigned as Chief Financial Officer and Chief Accounting Officer at NET Power Inc..
- Action
- resigned
- Role
- Chief Financial Officer and Chief Accounting Officer
Exact text from the filing
J. Kyle Derham resigned as the Company’s Chief Executive Officer and James Wilmot Rogers resigned as the Company’s Chief Financial Officer and Chief Accounting Officer.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
NET Power Inc.: Adopted new code of ethics applicable to directors, executive officers and employees (effective 2023-06-08).
- Change
- code of ethics
- Effective
- 2023-06-08
Exact text from the filing
on June 8, 2023, the Board approved and adopted a new code of ethics that applies to all of its directors, executive officers and other employees
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
NET Power Inc.: Adopted new Delaware certificate of incorporation in connection with business combination (effective 2023-06-08).
- Change
- charter amendment
- Effective
- 2023-06-08
Exact text from the filing
filed a Delaware certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
NET Power Inc.: Ceased to be a shell company upon closing of business combination (effective 2023-06-08).
- Change
- shell status
- Effective
- 2023-06-08
Exact text from the filing
the Company ceased to be a shell company upon the Closing
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
NET Power Inc. completed an acquisition involving NET Power, LLC for 137,192,563 Opco Class A Units and an equivalent number of shares of Class B Common Stock (closed 2023-06-08).
- Action
- acquisition
- Counterparty
- NET Power, LLC
- Consideration
- 137,192,563 Opco Class A Units and an equivalent number of shares of Class B Common Stock
- Closing
- 2023-06-08
Exact text from the filing
of NET Power, LLC or owned by any subsidiary of NET Power, LLC immediately prior to the Effective Time) were canceled and converted into the right to receive an aggregate of 137,192,563 Class A units of Opco (“Opco Class A Units”) and an equivalent number of shares of Class B Common Stock. Also on June 8, 2023, following the Domestication, the registrant
View on SEC.gov
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