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July 31, 2023

Akash Patel
Chief Financial Officer
NET Power Inc.
404 Hunt Street, Suite 410
Durham, NC 27701

Re: NET Power Inc.
Registration
Statement on Form S-1
Filed July 7, 2023
File No. 333-273183

Dear Akash Patel:

We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.

After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.

Form S-1 filed July 7, 2023

Cover Page

1. For each of the shares
and warrants being registered for resale, disclose the price that the
selling securityholders
paid for such shares and warrants.
2. We note the significant
number of redemptions of your Class A common stock in
connection with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. We also note that most of
the shares being
registered for resale were purchased by the selling securityholders for
prices considerably
below the current market price of the Class A common stock.
Highlight the
significant negative impact sales of shares on this registration statement
could have on the
public trading price of the Class A common stock.
Akash Patel
NET Power Inc.
July 31, 2023
Page 2
Risk Factors, page 8

3. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that the private
investors have an
incentive to sell because they will still profit on sales because of
the lower price that they
purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
58

4. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that Legacy NET Power Holders, a beneficial owner
of 64.6%of your
outstanding shares, will be able to sell a significant number of its
shares for so long as the
registration statement of which this prospectus forms a part is
available for use and the
stock price remains above the $12.00 per share price.
General

5. Revise your prospectus to disclose the price that each selling
securityholder paid for
the shares and warrants being registered for resale. Highlight any
differences in the
current trading price, the prices that the Sponsor, private placement
investors, PIPE
investors, and other selling securityholders acquired their shares and
warrants, and the
price that the public securityholders acquired their shares and
warrants. Disclose that
while the Sponsor, private placement investors, PIPE investors, other
selling
securityholders may experience a positive rate of return based on the
current trading price,
the public securityholders may not experience a similar rate of return
on the securities
FirstName LastNameAkash Patel
they purchased due to differences in the purchase prices and the current
trading price.
Comapany NameNET
Please Power
also disclose theInc.
potential profit the selling securityholders
will earn based on the
July 31,current trading
2023 Page 2 price. Lastly, please include appropriate risk factor
disclosure.
FirstName LastName
Akash Patel
FirstName
NET PowerLastNameAkash Patel
Inc.
Comapany
July NameNET Power Inc.
31, 2023
July 31,
Page 3 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

You may contact Alex King at 202-551-8631 or Erin Purnell at
202-551-3454 with any
questions.



Sincerely,

Division of
Corporation Finance
Office of
Manufacturing