NET Power Inc. 13D Filing Amendment

TL;DR

8 Rivers Capital & crew filed a 13D amendment for NET Power. Ownership changes incoming.

AI Summary

On September 23, 2024, NET Power Inc. filed an amendment (Amendment No. 2) to its Schedule 13D. The filing indicates changes in beneficial ownership by 8 Rivers Capital, LLC and its group members, including ARECA, INC., CHAMAEDOREA, INC., NPEH, LLC, SK INC., and TILLANDSIA, INC. The filing does not specify the exact percentage change or dollar amounts involved in this amendment.

Why It Matters

This amendment to the Schedule 13D filing signals a potential shift in the control or influence over NET Power Inc. by 8 Rivers Capital and its associated entities, which could impact the company's strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to shifts in corporate control or strategy, introducing uncertainty.

Key Players & Entities

• NET Power Inc. (company) — Subject Company
• 8 Rivers Capital, LLC (company) — Filing Party
• ARECA, INC. (company) — Group Member of 8 Rivers Capital
• CHAMAEDOREA, INC. (company) — Group Member of 8 Rivers Capital
• NPEH, LLC (company) — Group Member of 8 Rivers Capital
• SK INC. (company) — Group Member of 8 Rivers Capital
• TILLANDSIA, INC. (company) — Group Member of 8 Rivers Capital
• Asheley Kinsey (person) — Chief Financial Officer of NET Power Inc.

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 6410

Filing Documents

• tm2424586d1_sc13da.htm (SC 13D/A) — 112KB
• 0001104659-24-102175.txt ( ) — 113KB

Purpose of Transaction

Item 4. Purpose of Transaction. The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: On September 3, 2024, NPEH exchanged 500,000 Opco Units for 500,000 shares of Class A Common Stock. Upon such exchange, an equal number of shares of Class B Common Stock held by NPEH, which have no economic value, were cancelled. On September 16, 2024, NPEH exchanged 500,000 Opco Units for 500,000 shares of Class A Common Stock. Upon such exchange, an equal number of shares of Class B Common Stock held by NPEH, which have no economic value, were cancelled. Between September 4, 2024 and September 19, 2024, NPEH sold all 1,000,000 shares of Class A Common Stock held by it. On September 19, 2024, 8 Rivers sold 400,000 shares of Class A Common Stock held by it.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) and (b) The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person is hereby incorporated by reference in its entirety into this Item 5. The percentages reported in this Amendment No. 2 are calculated based upon (i) 74,186,047 shares of Class A Common Stock issued and outstanding comprised of (a) 73,186,047 shares of Class A Common Stock issued and outstanding as of August 6, 2024, as reported in the Issuer Form 10-Q, and (b) 1,000,000 shares of Class A Common Stock that were sold by NPEH between September 4, 2024 and September 19, 2024 following the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH and are now issued and outstanding , and (ii) 29,005,300 shares of Class A Common Stock issuable to NPEH upon the redemption and exchange of an equal number of Opco Units (and the cancellation of an equal number of shares of Class B Common Stock) held by NPEH. Neither the filing of this Amendment No. 2 nor any of its contents shall be deemed to constitute an admission by NPEH that it is the beneficial owner of any shares directly owned by 8 Rivers referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) Except as described in this Amendment No. 2, no transactions in the class of securities reported have been effected during the past sixty (60) days by the Reporting Persons. (d) Other than as described in this Amendment No. 2, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer covered by this

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated September 23, 2024 8 RIVERS CAPITAL, LLC By: /s/ Asheley Kinsey Asheley Kinsey, Chief Financial Officer NPEH, LLC By: 8 Rivers Capital, LLC, its Manager By: /s/ Asheley Kinsey Asheley Kinsey, Chief Financial Officer SK INC. By: /s/ Munhyuk Jang Munhyuk Jang, Head of Corporate Management Department TILLANDSIA, INC. By: /s/ Kiseon Park Kiseon Park, President ARECA, INC. By: /s/ Jaehun Jang Jaehun Jang, President CHAMAEDOREA, INC. By: /s/ Manjae Han Manjae Han, President

View Full Filing

View this SC 13D/A filing on SEC EDGAR