UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 4)*
NET
Power Inc.
(Name of Issuer)
Class A Common Stock, par value
$0.0001
(Title of Class of Securities)
64107A105
(CUSIP Number)
Asheley Kinsey
Chief Financial Officer
8 Rivers Capital, LLC
406 Blackwell Street, 4th
Floor
Durham, North Carolina 27701
(919) 667-1800
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and
Communications)
November 22, 2024
(Date of Event Which Requires Filing
of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 64107A105 |
13D |
Page 1 of 9 |
| 1 |
Name of Reporting Person
8 RIVERS CAPITAL, LLC |
| 2 |
Check the Appropriate Box if a Member of a Group
(A): ¨
(B): ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds
WC, OO |
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ¨
|
| 6 |
Citizenship or Place of Organization
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
26,729,880(1)(2) |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
26,729,880(1)(2) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,729,880(1)(2) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
25.9%(3) |
| 14 |
Type of Reporting Person
OO |
| 1 | Beneficial ownership of shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of
NET Power, Inc. (the “Issuer”) is being reported hereunder solely because the reporting person may be deemed to have
beneficial ownership of such shares as a result of the relationships described under Item 2 and Item 3 and the matters described in Item
3, Item 4 and Item 5 of the Schedule 13D (as defined below), as amended by this Amendment No. 4 (as defined below). |
| | |
| 2 | Represents 26,729,880 Class A Units of NET Power Operations LLC (“Opco Units”) held directly by NPEH, LLC (“NPEH”),
that are exchangeable for shares of Class A Common Stock on a one-for-one basis as described herein. At the time of any such exchange,
an equal number of shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), of the Issuer
held directly by NPEH, which have no economic value, will be cancelled. |
| | |
| 3 | Based upon (i) 76,508,855 shares of Class A Common Stock issued and outstanding comprised of (a) 75,248,435 shares of Class A Common
Stock issued and outstanding as of November 8, 2024, as reported in the Issuer’s Current Report on Form 10-Q filed with the Securities
and Exchange Commission (the “SEC”) on November 12, 2024 (the “Issuer Form 10-Q”), and (b) 1,260,420
shares of Class A Common Stock that were sold by NPEH between November 20, 2024 and November 22, 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) 26,729,880 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. |
| CUSIP No. 64107A105 |
13D |
Page 2 of 9 |
| 1 |
Name of Reporting Person
NPEH, LLC |
| 2 |
Check the Appropriate Box if a Member of a Group
(A): ¨
(B): ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds
OO |
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ¨
|
| 6 |
Citizenship or Place of Organization
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
Sole Voting Power
-0- |
| 8 |
Shared Voting Power
26,729,880(1) |
| 9 |
Sole Dispositive Power
-0- |
| 10 |
Shared Dispositive Power
26,729,880(1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,729,880(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
25.9%(2) |
| 14 |
Type of Reporting Person
OO |
| 1 | Represents 26,729,880 Opco Units held directly by NPEH that are exchangeable for shares of Class A Common Stock on a one-for-one basis
as described herein. At the time of any such exchange, an equal number of shares of Class B Common Stock held directly by NPEH, which
have no economic value, will be cancelled. |
| 2 | Based upon (i) 76,508,855 shares of Class A Common Stock issued and outstanding comprised of (a) 75,248,435 shares of Class A Common
Stock issued and outstanding as of November 8, 2024, as reported in the Issuer Form 10-Q, and (b) 1,260,420 shares of Class A Common Stock
that were sold by NPEH between November 20, 2024 and November 22, 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) 26,729,880 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. |
| CUSIP No. 64107A105 |
13D |
Page 3 of 9 |
| 1 |
Name of Reporting Person
SK INC. |
| 2 |
Check the Appropriate Box if a Member of a Group
(A): ¨
(B): ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds
WC, OO |
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ¨
|
| 6 |
Citizenship or Place of Organization
South Korea |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
Sole Voting Power
-0- |
| 8 |
Shared Voting Power
29,229,880(1)(2) |
| 9 |
Sole Dispositive Power
-0- |
| 10 |
Shared Dispositive Power
29,229,880(1)(2) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
29,229,880(1)(2) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
28.3%(3) |
| 14 |
Type of Reporting Person
OO |
| 1 | Beneficial ownership of shares of Class A Common Stock is being reported hereunder solely because the reporting persons may be deemed
to have beneficial ownership of such shares as a result of the relationships described under Item 2 and Item 3 and the matters described
in Item 3, Item 4 and Item 5 of the Schedule 13D, as amended by this Amendment No. 4. |
| 2 | Represents 2,500,000 shares of Class A Common Stock held directly by Tillandsia, Inc. (“Tillandsia”) and 26,729,880
Opco Units held directly by NPEH that are exchangeable for shares of Class A Common Stock on a one-for-one basis as described herein.
At the time of any such exchange, an equal number of shares of Class B Common Stock held directly by NPEH, which have no economic value,
will be cancelled. |
| 3 | Based upon (i) 76,508,855 shares of Class A Common Stock issued and outstanding comprised of (a) 75,248,435 shares of Class A Common
Stock issued and outstanding as of November 8, 2024, as reported in the Issuer Form 10-Q, and (b) 1,260,420 shares of Class A Common Stock
that were sold by NPEH between November 20, 2024 and November 22, 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) 26,729,880 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. |
| CUSIP No. 64107A105 |
13D |
Page 4 of 9 |
| 1 |
Name of Reporting Person
TILLANDSIA, INC. |
| 2 |
Check the Appropriate Box if a Member of a Group
(A): ¨
(B): ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds
WC, OO |
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ¨
|
| 6 |
Citizenship or Place of Organization
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
Sole Voting Power
2,500,000 |
| 8 |
Shared Voting Power
-0-(1) |
| 9 |
Sole Dispositive Power
2,500,000 |
| 10 |
Shared Dispositive Power
-0-(1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
3.3%(2) |
| 14 |
Type of Reporting Person
OO |
| 1 | SK directly owns 100.0% of the outstanding equity of Tillandsia and thus may be deemed to be a beneficial owner of the shares beneficially
owned by Tillandsia. SK directly owns 100.0% of the outstanding equity of Areca, Inc. (“Areca”) and Chamaedorea, Inc.
(“Chamaedorea”), and each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.06%, 25.02% and 23.41%,
respectively, of the voting units of 8 Rivers and thus SK may be deemed to be a beneficial owner of the shares beneficially owned by 8
Rivers. 8 Rivers beneficially owns approximately 91.4% of the outstanding equity of NPEH and is the manager of NPEH and thus may be deemed
to be a beneficial owner of the shares of Class A Common Stock deemed to be directly owned by NPEH. As indicated above, each of Tillandsia,
Areca and Chamaedorea directly owns approximately 18.06%, 25.02% and 23.41%, respectively, of the voting units of 8 Rivers and none of
Tillandsia, Areca or Chamaedorea controls 8 Rivers or NPEH. |
| 2 | Based upon 76,508,855 shares of Class A Common Stock issued and outstanding comprised of (i) 75,248,435 shares of Class A Common Stock
issued and outstanding as of November 8, 2024, as reported in the Issuer Form 10-Q, and (ii) 1,260,420 shares of Class A Common Stock
that were sold by NPEH between November 20, 2024 and November 22, 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. |
| CUSIP No. 64107A105 |
13D |
Page 5 of 9 |
| 1 |
Name of Reporting Person
ARECA, INC. |
| 2 |
Check the Appropriate Box if a Member of a Group
(A): ¨
(B): ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds
WC, OO |
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ¨
|
| 6 |
Citizenship or Place of Organization
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
Sole Voting Power
-0- |
| 8 |
Shared Voting Power
-0-(1) |
| 9 |
Sole Dispositive Power
-0- |
| 10 |
Shared Dispositive Power
-0-(1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
-0- |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
-0- |
| 14 |
Type of Reporting Person
OO |
| 1 | SK directly owns 100.0% of the outstanding equity of Tillandsia and thus may be deemed to be a beneficial owner of the shares beneficially
owned by Tillandsia. SK directly owns 100.0% of the outstanding equity of Areca and Chamaedorea, and each of Tillandsia, Areca and Chamaedorea
directly owns approximately 18.06%, 25.02% and 23.41%, respectively, of the voting units of 8 Rivers and thus SK may be deemed to be a
beneficial owner of the shares beneficially owned by 8 Rivers. 8 Rivers beneficially owns approximately 91.4% of the outstanding equity
of NPEH and is the manager of NPEH and thus may be deemed to be a beneficial owner of the shares of Class A Common Stock deemed to be
directly owned by NPEH. As indicated above, each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.06%, 25.02% and 23.41%,
respectively, of the voting units of 8 Rivers and none of Tillandsia, Areca or Chamaedorea controls 8 Rivers or NPEH. |
| CUSIP No. 64107A105 |
13D |
Page 6 of 9 |
| 1 |
Name of Reporting Person
CHAMAEDOREA, INC. |
| 2 |
Check the Appropriate Box if a Member of a Group
(A): ¨
(B): ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds
WC, OO |
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ¨
|
| 6 |
Citizenship or Place of Organization
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
Sole Voting Power
-0- |
| 8 |
Shared Voting Power
-0-(1) |
| 9 |
Sole Dispositive Power
-0- |
| 10 |
Shared Dispositive Power
-0-(1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
-0- |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
-0- |
| 14 |
Type of Reporting Person
OO |
| 1 | SK directly owns 100.0% of the outstanding equity of Tillandsia and thus may be deemed to be a beneficial owner of the shares beneficially
owned by Tillandsia. SK directly owns 100.0% of the outstanding equity of Areca and Chamaedorea, and each of Tillandsia, Areca and Chamaedorea
directly owns approximately 18.06%, 25.02% and 23.41%, respectively, of the voting units of 8 Rivers and thus SK may be deemed to be a
beneficial owner of the shares beneficially owned by 8 Rivers. 8 Rivers beneficially owns approximately 91.4% of the outstanding equity
of NPEH and is the manager of NPEH and thus may be deemed to be a beneficial owner of the shares of Class A Common Stock deemed to be
directly owned by NPEH. As indicated above, each of Tillandsia, Areca and Chamaedorea directly owns approximately 18.06%, 25.02% and 23.41%,
respectively, of the voting units of 8 Rivers and none of Tillandsia, Areca or Chamaedorea controls 8 Rivers or NPEH. |
| CUSIP No. 64107A105 |
13D |
Page 7 of 9 |
Explanatory Note
This Amendment No. 4 (“Amendment No.
4”) to Schedule 13D amends the statement on Schedule 13D originally filed by each of 8 Rivers, NPEH, SK, Tillandsia, Areca,
and Chamaedorea (each, a “Reporting Person” and, collectively, the “Reporting Persons”) on June
20, 2023, as amended by Amendment No. 1 on May 28, 2024, as amended by Amendment No. 2 on September 23, 2024 and as amended by Amendment
No. 3 on October 21, 2024 (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 4 shall
have the same meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains
unchanged.
| Item 1. | Security
and Issuer. |
The information contained in Item 1 of the Schedule 13D is hereby amended by updating the address of the Issuer as follows:
The address
of the principal executive offices of the Issuer is 320 Roney Street, Suite 200, Durham, North Carolina 27701.
| 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 November 19, 2024, NPEH effected the exchange
of 1,260,420 Opco Units for 1,260,420 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 November 20, 2024 and November 22, 2024,
NPEH sold all 1,260,420 shares of Class A Common Stock held by it.
| 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.
| CUSIP No. 64107A105 |
13D |
Page 8 of 9 |
The percentages reported in this Amendment No. 4 are calculated based
upon (i) 76,508,855 shares of Class A Common Stock issued and outstanding comprised of (a) 75,248,435 shares of Class A Common Stock
issued and outstanding as of November 8, 2024, as reported in the Issuer Form 10-Q, and (b) 1,260,420 shares of Class A Common Stock
that were sold by NPEH between November 20, 2024 and November 22, 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) 26,729,880 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. 4 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. 4, 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. 4, 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 Amendment No. 4.
(e)
Not applicable.
| CUSIP No. 64107A105 |
13D |
Page 9 of 9 |
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 November 26, 2024 |
8 RIVERS CAPITAL, LLC |
| |
|
|
| |
By: |
/s/ Min Lee |
| |
Min Lee, Acting General Counsel |
| |
|
|
| |
|
|
| |
NPEH, LLC |
| |
By: 8 Rivers Capital, LLC, its Manager |
| |
|
|
| |
By: |
/s/ Min Lee |
| |
Min Lee, Acting General Counsel |
| |
|
|
| |
|
|
| |
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 |
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