Form: UPLOAD

SEC-generated letter

September 11, 2024

Published on September 11, 2024

September 11, 2024

Akash Patel
Chief Financial Officer
NET Power Inc.
320 Roney St., Suite 200
Durham, NC 27701

Re: NET Power Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 11, 2024
File No. 001-40503
Dear Akash Patel:

We have reviewed your August 27, 2024 response to our comment letter and
have the
following comment(s).

Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our August
21, 2024 letter.

Form 10-K for the Year Ended December 31, 2023
Financial Statements
Notes to Consolidated Financial Statements
Note 13 - Leases
Office Lease, page F-31

1. We note your response to prior comment 2. You indicate that the lease
met the criteria for
contract combination according to ASC 842-10-25-19. In this regard,
please tell us how
the amount of consideration to be paid in the Roney Street lease depends
on the price or
performance of the Measurement Building lease per ASC 842-10-25-19b. In
addition,
please demonstrate how the rights to use building represent a single
lease component in
accordance with ASC 842-10-25-19c and 842-10-15-28.
2. In a related matter, you state that you considered ASC 842-10-25-8 to
determine whether
the Roney Street lease was a separate contract. Please demonstrate how
the increase in
lease payments of the Roney Street lease was not commensurate with the
standalone
September 11, 2024
Page 2

price.
3. We note your conclusion that you accounted for the transaction as a
modification that
reduces the lease term in accordance with ASC 842-10-25-11(b) rather
than as a
modification that terminates the lease in accordance with ASC
842-10-25-11(c). Please
further explain the factors in determining your conclusion, including
how your early exit
of the Measurement Building Lease going into effect two months after the
amendment
was signed versus an immediate exit of the property was a factor.
Please contact Heather Clark at 202-551-3624 or Melissa Gilmore at
202-551-3777 if you
have questions regarding comments on the financial statements and related
matters.



Sincerely,

Division of
Corporation Finance
Office of
Manufacturing