--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-048958" form_type: "8-K" ticker: "NPWR" cik: "0001845437" company_name: "NET Power Inc." filed_at: "2023-06-14T23:59:59+00:00" generated_at: "2026-06-14T01:33:26.999833+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # NET Power completes business combination with Rice Acquisition; begins trading on NYSE ## Summary - 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. ## SEC filing metadata - accession: 0001213900-23-048958 - form_type: 8-K - ticker: NPWR - cik: 0001845437 - company_name: NET Power Inc. - filed_at: 2023-06-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 3.02, 5.02, 4.01, 9.01, 3.03, 5.01, 5.03, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/ea180242-8k_netpower.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-048958 - JSON: https://secwatch.observer/filing/0001213900-23-048958.json - Plain text: https://secwatch.observer/filing/0001213900-23-048958.txt ## Key facts - Executive change James Lytal resigned as director of RONI at NET Power Inc.. - Action: resigned - Role: director of RONI source text: each of Jide Famuagun, Carrie M. Fox and James Lytal resigned as a director of RONI. evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - Executive change J. Kyle Derham resigned as Chief Executive Officer at NET Power Inc.. - Action: resigned - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - Executive change Jide Famuagun resigned as director of RONI at NET Power Inc.. - Action: resigned - Role: director of RONI source text: each of Jide Famuagun, Carrie M. Fox and James Lytal resigned as a director of RONI. evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - Executive change Carrie M. Fox resigned as director of RONI at NET Power Inc.. - Action: resigned - Role: director of RONI source text: each of Jide Famuagun, Carrie M. Fox and James Lytal resigned as a director of RONI. evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - Governance Changes 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 source text: filed a Delaware certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - Governance Changes 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 source text: the Company ceased to be a shell company upon the Closing evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1845437/000121390023048958/0001213900-23-048958-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.