424B3 1 ea188351-424b3_netpower.htm PROSPECTUS SUPPLEMENT

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 “Prospectus”), with the information contained in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate 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 the Prospectus or their permitted transferees, which consist of (i) 54,044,995 shares of Class A Common Stock issued at a purchase price of $10.00 per share in a private placement that closed substantially concurrently with the consummation of the Merger (as defined in the Prospectus), (ii) 2,500 shares of Class A Common Stock issued to Rice Acquisition Sponsor II LLC (“Sponsor”) in a private placement prior to the consummation of the initial public offering (the “IPO”) of Rice Acquisition Corp. II (“RONI”), at an effective price of approximately $0.0036 per share, (iii) 10,900,000 shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants (as defined below), originally acquired at a purchase price of $1.00 per warrant, (iv) 7,432,688 shares of Class A Common Stock issuable upon redemption of the 7,432,688 units of NET Power Operations LLC (f/k/a Rice Acquisition Holdings II LLC) (“Opco”) held by the initial shareholders of RONI or transferees thereof, all of which were issued prior to the consummation of the IPO at an effective price of approximately $0.0036 per unit, (v) 132,205,114 shares of Class A Common Stock issued or issuable upon redemption of the 132,205,114 units of Opco (“Opco Units”) issued as consideration upon consummation of the Merger to certain Legacy NET Power Selling Securityholders (as defined in the Prospectus) at a value of $10.00 per unit, and (vi) 318,607 shares of Class A Common Stock issuable upon the redemption of the 318,607 Opco Units issued to Baker Hughes Energy Services LLC (an affiliate of Baker Hughes Company) for services provided by Nuovo Pignone International, S.r.l. (an affiliate of Baker Hughes Company) pursuant to the Amended and Restated JDA (as defined in the Prospectus). In addition, the Prospectus and this prospectus supplement relates to the resale from time to time of the 10,900,000 warrants (the “Private Placement Warrants”) issued to Sponsor at a purchase price of $1.00 per warrant in a private placement that closed simultaneously with the consummation of the IPO. Each Private Placement Warrant is exercisable to purchase for $11.50 one share of Class A Common Stock, subject to adjustment.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any other amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. The information in this prospectus supplement modifies and supersedes, in part, the information in the Prospectus. Any information in the Prospectus that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this prospectus supplement.

You should not assume that the information provided in this prospectus supplement or the Prospectus is accurate as of any date other than their respective dates. Neither the delivery of this prospectus supplement and Prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained in this prospectus supplement or the Prospectus is correct as of any time after the date of that information.

The Class A Common Stock and warrants initially sold as part of the units issued in the IPO (the “Public Warrants”) are listed on the New York Stock Exchange (the “NYSE”) under the symbols “NPWR” and “NPWR WS,” respectively. On November 13, 2023, the last sale price of the Class A Common Stock and the Public Warrants as reported on the NYSE were $13.32 per share and $3.84 per warrant, respectively.

Investing in our securities involves certain risks, including those that are described in the section titled “Risk Factors” beginning on page 8 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 14, 2023.

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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


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 name of registrant as specified in its charter)


Delaware			98-1580612
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

320 Roney St. Suite 200 Durham, NC			27701
(Address of Principal Executive Offices)			(Zip Code)

(919) 287-4750

Registrant's telephone number, including area code

404 Hunt St., Suite 410

Durham, NC

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	NPWR	The New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50	NPWR WS	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this

chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes x No

APPLICABLE ONLY TO CORPORATE ISSUERS:

The registrant had outstanding 71,026,680 shares of Class A Common Stock and 142,038,655 shares of Class B Common Stock as of November 10, 2023.

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TABLE OF CONTENTS


		Page
	Certain Defined Terms	1
	Cautionary Note Regarding Forward-Looking Statements	4

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Consolidated Balance Sheets (Unaudited)	5
	Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	7
	Consolidated Statement of Shareholders’ Equity and Non-Controlling Interest (Successor) (Unaudited)	8
	Consolidated Statement of Members’ Equity (Predecessor) (Unaudited)	9
	Consolidated Statements of Cash Flows (Unaudited)	10
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Signatures		44

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Certain Defined Terms

Unless otherwise expressly stated or, unless the context otherwise requires, references in this Quarterly Report on Form 10-Q (this “Report”) to:

•“8 Rivers” means 8 Rivers Capital, LLC, a Delaware limited liability company (a company controlled by SK);

•“Amended and Restated JDA” means the Amended and Restated Joint Development Agreement, dated December 13, 2022, by and among Old NET Power, RONI, RONI OpCo, NPI and NPT, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

•“Baker Hughes” means Baker Hughes Company, a Delaware corporation;

•“BHES” means Baker Hughes Energy Services LLC, a Delaware limited liability company and affiliate of Baker Hughes;

•“Board” or “Board of Directors” means the board of directors of the Company.

•“Business Combination Agreement” means the Business Combination Agreement, dated as of December 13, 2022, by and among RONI, RONI OpCo, Buyer, Merger Sub and Old NET Power, as amended by the First Amendment to the Business Combination Agreement, dated as of April 23, 2023, by and between Buyer and Old NET Power;

•“Business Combination” means the Domestications, the Merger and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;

•“Buyer” means Topo Buyer Co, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of OpCo (following the Domestications) or of RONI OpCo (prior to the Domestications);

•"Cash-based expense of BHES Amended and Restated JDA" means the portion of costs incurred under the Amended and Restated JDA payabel by the Company in cash;

•“Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of NET Power;

•“Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of NET Power;

•“Closing” means the consummation of the Business Combination contemplated by the Business Combination Agreement;

•“Closing Date” means June 8, 2023, the date on which the Closing occurred;

•“Common Stock” means the Class A Common Stock and Class B Common Stock;

•“Company,” “our,” “we” or “us” means, prior to the Business Combination, RONI or Old NET Power, as the context suggests, and, following the Business Combination, NET Power Inc., in each case, with its consolidated subsidiaries.

•“Constellation” means Constellation Energy Generation, LLC, a Pennsylvania limited liability company formerly known as Exelon Generation Company, LLC;

•“Domestication” means the change of RONI’s jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware, upon which RONI changed its name to NET Power Inc.;

•“Domestications” means the Domestication and the OpCo Domestication;

•“Exchange Act” means the Securities Exchange Act of 1934, as amended.

•“IPO” means RONI’s initial public offering, which was consummated on June 18, 2021;

•“Legacy NET Power Holders” means the holders of equity securities of Old NET Power prior to the consummation of the Merger;

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•“Merger” means the merger of Merger Sub with and into Old NET Power pursuant to the Business Combination Agreement, in which Old NET Power survived and became a direct, wholly owned subsidiary of Buyer;

•“Merger Sub” means Topo Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Buyer;

•“NET Power” means NET Power Inc., a Delaware corporation (f/k/a Rice Acquisition Corp. II), with its consolidated subsidiaries (unless the context otherwise indicates), upon and after the Domestication;

•“NPI” means Nuovo Pignone International, S.r.l., an Italian limited liability company and affiliate of Baker Hughes;

•“NPT” means Nuovo Pignone Tecnologie S.r.l., an Italian limited liability company and affiliate of Baker Hughes;

•“NYSE” means the New York Stock Exchange;

•“Old NET Power” means, prior to the consummation of the Merger, NET Power, LLC, a Delaware limited liability company;

•“OpCo” means NET Power Operations LLC, a Delaware limited liability company (f/k/a Rice Acquisition Holdings II LLC), upon and after the OpCo Domestication;

•“OpCo Domestication” means the change of RONI OpCo’s jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a limited liability company registered under the laws of the State of Delaware, upon which RONI OpCo changed its name to NET Power Operations LLC;

•“OpCo Unitholder” means a holder of OpCo Units;

•“OpCo Units” means the units of OpCo;

•“Original JDA” means the Joint Development Agreement, dated February 3, 2022, by and among Old NET Power, NPI and NPT, as amended by the First Amendment to Joint Development Agreement, dated effective June 30, 2022, by and among the same parties;

•“OXY” means OLCV NET Power, LLC, a Delaware limited liability company;

•“PIPE Financing” means the issuance and sale of 54,044,995 shares of Class A Common Stock for aggregate consideration of $540,449,950 in private placements pursuant to subscription agreements that RONI entered into with certain qualified institutional buyers and accredited investors, which was consummated immediately prior to the Merger;

•“PIPE Investors” means the investors who participated in the PIPE Financing;

•"Predecessor Period" means the period presented in the consolidated financial statements contained in this Report or the accompanying footnotes that relates to Predecessor, as defined and described in Note C to the consolidated financial statements contained in this Report;

•“Preferred Stock” means shares of NET Power preferred stock, par value $0.0001;

•“Private Placement Warrants” means the 10,900,000 warrants to purchase shares of Class A Common Stock that were issued and sold to Sponsor in a private placement in connection with the IPO;

•“Public Warrants” means the warrants to purchase shares of Class A Common Stock that were issued and sold as part the units of RONI in the IPO;

•“RONI” means Rice Acquisition Corp. II, a Cayman Islands exempted company, prior to the Domestication;

•“RONI OpCo” means Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company and direct subsidiary of RONI, prior to the Domestications;

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•“SEC” means the Securities and Exchange Commission;

•“Securities Act” means the Securities Act of 1933, as amended;

•“Sponsor” means Rice Acquisition Sponsor II LLC, a Delaware limited liability company;

•"Successor Period" means the period presented in the consolidated financial statements contained in this Report or the accompany footnotes that relates to Successor, as defined and described in Note C to the consolidated financial statements contained in this Report;

•“Tax Receivable Agreement” means the Tax Receivable Agreement, dated June 8, 2023, entered into by NET Power and OpCo with OpCo Unitholders who received OpCo Units pursuant to the Business Combination Agreement as consideration for equity interests in Old NET Power and the Agent (as defined therein);

•"Up-C" means umbrella partnership, C corporation, which describes a corporate structure in which an ultimate c corporation parent consolidates a partnership or partnership structure treated as a pass-through entity for US state and federal purposes tax; and

•“Warrants” means, collectively, the Public Warrants and Private Placement Warrants.

In addition, the following is a glossary of key industry terms used herein:

•“CO2” means carbon dioxide;

•“MW” means megawatt;

•“MWe” means megawatt electrical;

•“MWth” means megawatt thermal;

•“NOX” means nitrogen oxides; and

•“SOX” means sulfur oxides.

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Cautionary Note Regarding Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “plan,” “project,” “seek,” “should,” “strategy,” “will,” “will likely result,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may relate to the development of the Company’s technology, the anticipated demand for the Company’s technology and the markets in which the Company operates, the timing of the deployment of plant deliveries, and the Company’s business strategies, capital requirements, potential growth opportunities and expectations for future performance (financial or otherwise). Forward-looking statements are based on current expectations, estimates, projections, targets, opinions and/or beliefs of the Company, and such statements involve known and unknown risks, uncertainties and other factors.

The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to: (i) risks relating to the uncertainty of the projected financial information with respect to the Company and risks related to the Company’s ability to meet its projections; (ii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably and the ability of the Company retain its management and key employees; (iii) the Company’s ability to utilize its net operating loss and tax credit carryforwards effectively; (iv) the capital-intensive nature of the Company’s business model, which may require the Company to raise additional capital in the future; (v) barriers the Company may face in its attempts to deploy and commercialize its technology; (vi) the complexity of the machinery the Company relies on for its operations and development; (vii) the Company’s ability to establish and maintain supply relationships; (viii) risks related to the Company’s arrangements with third parties for the development, commercialization and deployment of technology associated with the Company’s technology; (ix) risks related to the Company’s other strategic investors and partners; (x) the Company’s ability to successfully commercialize its operations; (xi) the availability and cost of raw materials; (xii) the ability of the Company’s supply base to scale to meet the Company’s anticipated growth; (xiii) the Company’s ability to expand internationally; (xiv) the Company’s ability to update the design, construction and operations of its technology; (xv) the impact of potential delays in discovering manufacturing and construction issues; (xvi) the possibility of damage to the Company’s Texas facilities as a result of natural disasters; (xvii) the ability of commercial plants using the Company’s technology to efficiently provide net power output; (xviii) the Company’s ability to obtain and retain licenses; (xix) the Company’s ability to establish an initial commercial scale plant; (xx) the Company’s ability to license to large customers; (xxi) the Company’s ability to accurately estimate future commercial demand; (xxii) the Company’s ability to adapt to the rapidly evolving and competitive natural and renewable power industry; (xxiii) the Company’s ability to comply with all applicable laws and regulations; (xxiv) the impact of public perception of fossil fuel-derived energy on the Company’s business; (xxv) any political or other disruptions in gas producing nations; (xxvi) the Company’s ability to protect its intellectual property and the intellectual property it licenses; (xxvii) risks relating to data privacy and cybersecurity, including the potential for cyberattacks or security incidents that could disrupt our or our service providers’ operations; (xviii) the Company’s ability to meet stock exchange listing standards following the Business Combination; (xxix) potential litigation that may be instituted against the Company; and (xxx) other risks and uncertainties indicated in the Registration Statement on Form S-1 (File No. 333-273183), originally filed by the Company with the SEC on July 7, 2023, as subsequently amended on September 15, 2023 (the “Registration Statement”), including those under “Risk Factors” therein, and other documents subsequently filed with the SEC by the Company.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained in this Report. Accordingly, you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities.

Forward-looking statements speak only as of the date they are made. Except to the extent required by applicable law or regulation, we undertake no obligation to update the forward-looking statements contained herein to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events. The Company gives no assurance that it will achieve its expectations.

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Part I - Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited) (In thousands, except share and unit amounts)


	September 30, 2023 (Successor)		December 31, 2022 (Predecessor)
ASSETS
Current Assets
Cash	$	545,248	$	5,164
Short term investments	100,000		—
Trade receivables, net	—		352
Interest receivable	2,903		—
Prepaid expenses	2,662		184
Other current assets	40		1,795
Total Current Assets	650,853		7,495
Long Term Assets
Intangible assets, net	1,324,078		263
Goodwill	423,953		—
Property, plant and equipment, net	91,758		69,595
Lease right-of-use asset	181		784
Total Long Term Assets	1,839,970		70,642
Total Assets	$	2,490,823	$	78,137

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	1,687	$	577
Accrued liabilities	7,431		2,392
Due to related parties	288		178
Lease liability	3		130
Option liability	—		5,174
Total Current Liabilities	9,409		8,451
Long Term Liabilities
Due to related parties	—		2,212
Earnout shares liability	4,546		—
Warrant liability	140,534		—
Asset retirement obligation	2,018		2,416
Lease liability	—		656
TRA liability	9,376		—
Deferred taxes	63,609		—
Total Long Term Liabilities	220,083		5,284
Total Liabilities	229,492		13,735

Commitments and Contingencies (Note N)

Mezzanine Shareholders' and Members' Equity
Redeemable non-controlling interests in subsidiary	2,157,310		—

Shareholders’ and Members’ Equity

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Capital stock 4,987,845 units authorized; 3,722,355 units issued and outstanding as of December 31, 2022 (Predecessor)	—		262,622
Preference shares, $.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of September 30, 2023 (Successor) & December 31, 2022 (Predecessor)	—		—
Class A Common Stock, $.0001 par value; 520,000,000 shares authorized; 71,014,190 shares issued and outstanding as of September 30, 2023 (Successor) & no shares issued and outstanding as of December 31, 2022 (Predecessor)	7		—
Class B Common Stock, $.0001 par value; 310,000,000 shares authorized; 141,529,513 shares issued and outstanding as of September 30, 2023 (Successor) & no shares issued and outstanding as of December 31, 2022 (Predecessor)	14		—
Additional paid-in-capital	193,361		26,288
Accumulated other comprehensive income	—		17
Accumulated Deficit
Members’ equity	—		(224,525)
Shareholders’ equity	(89,361)		—
Total Shareholders' and Members' Equity	104,021		64,402
Total Liabilities, Mezzanine Shareholders' and Members' Equity and Shareholders’ and Members’ Equity	$	2,490,823	$	78,137

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Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except unit, share, per unit and per share amounts)


	Period from				Period from
	July 1 – September 30, 2023 (Successor)		July 1 – September 30, 2022 (Predecessor)		June 8 – September 30, 2023 (Successor)		January 1 – June 7, 2023 (Predecessor)		January 1 – September 30, 2022 (Predecessor)
Revenue
Revenue	$	—	$	141	$	—	$	175	$	574
Cost of revenue	3		11		3		3		189
Cost of revenue - related party	—		38		—		—		79
Gross Profit (Loss)	(3)		92		(3)		172		306

Operating Expenses
General and administrative	7,949		3,960		32,250		11,903		12,531
General and administrative – related party	147		162		158		228		383
Sales and marketing	931		136		1,087		869		504
Research and development	8,658		590		14,401		1,643		2,264
Research and development – related party	346		4,173		433		12,676		10,550
Project development	582		—		698		1,191		—
Option settlement - related party	—		—		79,054		—		—
Depreciation, amortization and accretion	20,052		3,325		24,978		5,812		9,974
Total Operating Expenses	38,665		12,346		153,059		34,322		36,206

Operating Loss	(38,668)		(12,254)		(153,062)		(34,150)		(35,900)

Other Income (Expense)
Interest income (expense)	8,675		—		10,800		4		(1,470)
Other income (expense)	(61,983)		34		(60,970)		(30)		35
Net Other Income (Expense)	(53,308)		34		(50,170)		(26)		(1,435)

Net Loss before Income Tax	(91,976)		(12,220)		(203,232)		(34,176)		(37,335)
Income tax expense (benefit)	(10)		—		(681)		—		—
Net Loss after Income Tax	(91,966)		(12,220)		(202,551)		(34,176)		(37,335)
Net Loss attributable to non-controlling interests	(61,402)		—		(136,987)		—		—
Net Loss attributable to NET Power Inc.	(30,564)		(12,220)		(65,564)		(34,176)		(37,335)

Other Comprehensive Gain (Loss)
Foreign currency translation gain (loss)	1		(5)		—		—		(5)
Total Other Comprehensive Gain (Loss)	1		(5)		—		—		(5)

Comprehensive Loss	(91,965)		(12,225)		(202,551)		(34,176)		(37,340)
Comprehensive Loss attributable to non-controlling interests	(61,402)		—		(136,987)		—		—
Comprehensive Loss attributable to NET Power Inc.	$	(30,563)	$	(12,225)	$	(65,564)	$	(34,176)	$	(37,340)

Net Loss per share of Class A Common Stock or per membership interest	$	(0.44)	$	(10.69)	$	(0.96)	$	(9.07)	$	(13.15)

Weighted average shares of Class A Common Stock or membership interests, basic and diluted	68,966,972		1,143,430		68,644,032		3,766,871		2,838,388

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Consolidated Statement of Shareholders’ Equity and Non-Controlling Interest (Unaudited) (Successor) (In thousands, except share amounts)


	Class A Common Stock			Class B Common Stock			Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Equity		Non-controlling Interests		Class A Ordinary Shares			Total Mezzanine Equity
	Shares	Amount		Shares	Amount		Shares		Amount		Shares		Amount										Shares	Amount
Balance at June 8, 2023 (Successor)	—	$	—	—	$	—	2,500		$	—	8,625,000		$	1	$	—	$	(98,966)	$	(98,965)	$	—	34,500,000	$	356,318	$	356,318
Sponsor forfeiture of RONI Class B ordinary shares and reservation of earnout shares	—	—		—	—		—		—		(1,986,775)		—		—		—		—		—		—	—		—
Redemption of Class A ordinary shares by RONI public shareholders	—	—		—	—		—		—		—		—		—		—		—		—		(21,195,224)	(218,983)		(218,983)
Redemption of Class A Common Stock	3,606,657	—		(3,606,657)	—		—		—		—		—		50,526		—		50,526		(50,526)		—	—		(50,526)
Conversion of RONI Class A and Class B ordinary shares into NET Power Inc. Class A and Class B Common Stock, respectively	13,307,276	1		6,638,225	1		(2,500)		—		(6,638,225)		(1)		60,045		—		60,046		87,094		(13,304,776)	(137,335)		(50,241)
Issuance of RONI Class A Common Stock to PIPE investors	54,044,995	6		—	—		—		—		—		—		540,445		—		540,451		—		—	—		—
Issuance of Class A Common Stock	52,523	—		—	—		—		—		—		—		—		—		—		—		—	—		—
Equity awards vested due to Business Combination	—	—		8,356,635	1		—		—		—		—		542		(542)		1		109,639		—	—		109,639
Issuance of RONI Class B Common Stock to former NET Power, LLC unitholders	—	—		129,822,703	12		—		—		—		—		(940)		75,711		74,783		1,677,546		—	—		1,677,546
Exercise of warrants	2,739	—		—	—		—		—		—		—		47		—		47		—		—	—		—
Member tax distributions	—	—		—	—		—		—		—		—		—		—		—		(181)		—	—		(181)
Establishment of liabilities under tax receivable agreement	—	—		—	—		—		—		—		—		(2,207)		—		(2,207)		—		—	—		—
Vesting of earnout shares	—	—		—	—		—		—		—		—		—		—		—		9,055		—	—		9,055
Amortization of share based payments	—	—		318,607	—		—		—		—		—		261		—		261		6,312		—	—		6,312
Adjustment of redeemable non-controlling interest to redemption value	—	—		—	—		—		—		—		—		(455,358)		—		(455,358)		455,358		—	—		455,358
Comprehensive Loss	—	—		—	—		—		—		—		—		—		(65,564)		(65,564)		(136,987)		—	—		(136,987)
Balance at September 30, 2023 (Successor)	71,014,190	$	7	141,529,513	$	14	$	—	$	—	$	—	$	—	$	193,361	$	(89,361)	$	104,021	$	2,157,310	—	$	—	$	2,157,310


	Class A Common Stock			Class B Common Stock			Class A Ordinary Shares			Class B Ordinary Shares			Additional Paid-in-Capital		Accumulated Deficit		Total Stockholders' Equity		Non-controlling Interests		Class A Ordinary Shares			Total Mezzanine Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount										Shares	Amount
Balance at July 1, 2023 (Successor)	67,352,271	$	7	142,711,590	$	14	—	$	—	—	$	—	$	514,219	$	(58,798)	$	455,442	$	1,885,319	—	$	—	$	1,885,319
Exercise of warrants	2,739	—		—	—		—	—		—	—		47		—		47		—		—	—		—
Issuance of Class A Common Stock	52,523	—		—	—		—	—		—	—		—		—		—		—		—	—		—
Issuance of RONI Class B Common Stock to former NET Power, LLC unitholders	—	—		2,105,973	—		—	—		—	—		(928)		—		(928)		928		—	—		928
Redemption of Class A Common Stock	3,606,657	—		(3,606,657)	—		—	—		—	—		50,526		—		50,526		(50,526)		—	—		(50,526)
Member tax distributions	—	—		—	—		—	—		—	—		—		—		—		(181)		—	—		(181)
Establishment of liabilities under tax receivable agreement	—	—		—	—		—	—		—	—		(2,207)		—		(2,207)		—		—	—		—
Vesting of earnout shares	—	—		—	—		—	—		—	—		—		—		—		9,055		—	—		9,055
Amortization of share based payments	—	—		318,607	—		—	—		—	—		261		—		261		5,560		—	—		5,560
Adjustment of redeemable non-controlling interest to redemption value	—	—		—	—		—	—		—	—		(368,557)		—		(368,557)		368,557		—	—		368,557
Comprehensive Loss	—	—		—	—		—	—		—	—		—		(30,563)		(30,563)		(61,402)		—	—		(61,402)
Balance at September 30, 2023 (Successor)	71,014,190	$	7	141,529,513	$	14	—	$	—	—	$	—	$	193,361	$	(89,361)	$	104,021	$	2,157,310	—	$	—	$	2,157,310

Table of Contents

Consolidated Statement of Members’ Equity (Unaudited) (Predecessor) (In thousands, except unit amounts)


	Membership Interests			Additional Paid-in-Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Members’ Equity
	Units	Amount
Balance at December 31, 2022 (Predecessor)	3,722,355	$	262,622	$	26,288	$	17	$	(224,525)	$	64,402
Issuance of shares to:
Occidental Petroleum	37,152	11,859		—		—		—		11,859
Constellation	28,764	9,181		—		—		—		9,181
BHES (Bonus Shares)	—	—		4,690		—		—		4,690
BHES (In-Kind Shares)	15,491	3,269		634		—		—		3,903
Vesting of Profits Interest	—	—		2,864		—		—		2,864
Comprehensive Loss	—	—		—		—		(34,176)		(34,176)
Balance at June 7, 2023 (Predecessor)	3,803,762	$	286,931	$	34,476	$	17	$	(258,701)	$	62,723


	Membership Interests			Additional Paid-in-Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Members’ Equity
	Units	Amount
Balance at July 1, 2022 (Predecessor)	3,716,149	$	261,312	$	16,282	$	20	$	(194,862)	$	82,752
Issuance of shares to:
BHES (Bonus Shares)	—	—		2,689		—		—		2,689
BHES (In-Kind Shares)	2,782	587		135		—		—		722
Vesting of Profits Interest	—	—		2,082		—		—		2,082
Comprehensive Loss	—	—		—		(5)		(12,220)		(12,225)
Balance as of September 30, 2022 (Predecessor)	3,718,931	$	261,899	$	21,188	$	15	$	(207,082)	$	76,020


	Membership Interests			Additional Paid-in-Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Members’ Equity
	Units	Amount
Balance at December 31, 2021 (Predecessor)	3,555,553	$	227,960	$	9,275	$	20	$	(169,747)	$	67,508
Issuance of shares to:
BHES	142,180	30,000		—		—		—		30,000
(Less Equity Issuance Cost)	—	(534)		—		—		—		(534)
BHES (Bonus Shares)	17,799	3,756		3,414		—		—		7,170
BHES (In-Kind Shares)	3,399	717		722		—		—		1,439
Vesting of Profits Interest	—	—		7,777		—		—		7,777
Comprehensive Loss	—	—		—		(5)		(37,335)		(37,340)
Balance as of September 30, 2022 (Predecessor)	3,718,931	$	261,899	$	21,188	$	15	$	(207,082)	$	76,020

Table of Contents

Consolidated Statements of Cash Flows (Unaudited) (In thousands)


	Period from
	June 8 – September 30, 2023 (Successor)		January 1 - June 7, 2023 (Predecessor)		January 1 – September 30, 2022 (Predecessor)
Cash Flows from Operating Activities
Net Loss after Tax	$	(202,551)	$	(34,176)	$	(37,335)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation	3,972		5,700		9,797
Amortization	20,922		9		16
Accretion	51		102		161
Non-cash interest expense	—		30		1,388
Non-cash lease expense	87		59		—
Conversion of equity awards	86,585		—		—
Allowance for doubtful accounts	—		352		—
Deferred taxes	(681)		—		—
Change in fair value of earnout shares liability	1,497		—		—
Change in fair value of warrant liability	58,344		—		—
Vesting of Profits Interests	—		2,864		7,777
Vesting of earnout shares	1,118		—		—
Amortization of share based payments	6,572		8,593		8,609
Changes in operating assets and liabilities:
Trade receivables	—		—		(344)
Interest receivable	(2,903)		—		—
Prepaid expenses	(2,026)		(453)		515
Other current assets	91		1,765		(660)
Accounts payable	(887)		1,768		(1,478)
Accrued liabilities	(5,796)		(384)		(43)
Lease liabilities	(56)		(55)		—
Due to related parties – short term	288		5,414		(2,291)
Due to related parties – long term	—		(2,211)		1,257
Net Cash (Used in) Operating Activities	(35,373)		(10,623)		(12,631)

Cash Flows from Investing Activities
Cash acquired as part of Business Combination (Note C)	7,947		—		—
Acquisition of short term investments	(100,000)		—		—
Acquisition of property, plant and equipment	(3,875)		(2,431)		—
Net Cash (Used in) Investing Activities	(95,928)		(2,431)		—

Cash Flows from Financing Activities
Repurchase of redeemed Class A Ordinary Shares	(218,983)		—		—
Issuance of Class A Common Stock from warrant exercise	47		—		—
Member tax distributions	(181)		—		—
Proceeds from PIPE financing, net of issuance costs	540,451		—		—
Issuance of equity under JDA as a result of Business Combination (Note C)	9,917		—		—
Payment of transaction expenses	(11,722)		—		—
Member loan proceeds	—		—		2,000
Member loan repayments	—		—		(10,000)
Share issuances	—		15,836		30,000
(Less equity issuance costs)	—		—		(534)
Net Cash Provided by Financing Activities	319,529		15,836		21,466

Net Increase in Cash	188,228		2,782		8,835

Effect of foreign currency exchange rate changes on cash	1		—		(5)
Cash, beginning of period	357,019		5,164		445
Cash, end of period	$	545,248	$	7,946	$	9,275

Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	—	$	—	$	81
Remeasurement of lease liabilities and right of use assets due to lease modification (Note M)	$	(672)

SEC Form 424B3 filed by Rice Acquisition Corp. II