FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/08/2023 |
3. Issuer Name and Ticker or Trading Symbol
NET Power Inc. [ NPWR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 500,000 | D | |
Class A Common Stock | 5,000,000 | I | By: Tillandsia(2) |
Class B Common Stock | 30,005,300(1) | I | By: NPEH, LLC(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class A Units of NET Power Operations LLC | (1) | (1) | Class A Common Stock | 30,005,300 | (1) | I | By: NPEH, LLC(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. For each Class A Unit of Net Power Operations LLC, NPEH, LLC owns a corresponding share of Class B Common Stock of the Issuer. The Class A Units of NET Power Operations LLC (together with the corresponding shares of the Issuer's Class B Common Stock) are exchangeable into shares of the issuer's Class A Common Stock or, at the Issuer's election, cash, on a one-for-one basis and have no expiration date. |
2. As holder of 100.0% of the outstanding equity in Tillandsia, Inc. ("Tillandsia"), SK Inc. ("SK") may be deemed to be a beneficial owner of the securities directly owned by Tillandsia. SK disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that SK is the beneficial owner of such securities for purposes of Section 16 or otherwise. 8 Rivers Capital, LLC ("8 Rivers") does not have any interest in the securities held by Tillandsia and thus expressly disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that 8 Rivers is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
3. As manager and holder of approximately 91.4% of the outstanding equity in NPEH, LLC, 8 Rivers may be deemed to be a beneficial owner of the securities directly owned by NPEH, LLC. 8 Rivers disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that 8 Rivers is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
4. SK indirectly beneficially owns 100.0% of each of Tillandsia, Areca, Inc. ("Areca") and Chamaedorea, Inc. ("Chamaedorea"). Each of Tillandsia, Areca and Chamaedorea beneficially owns approximately 15.4%, 26.7% and 20.3%, respectively, of the voting units of 8 Rivers and thus SK may be deemed to be a beneficial owner of the securities beneficially owned by 8 Rivers and NPEH, LLC. SK disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that SK is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
/s/ 8 Rivers Capital, LLC, By Cameron Hosie, Chief Executive Officer | 06/20/2023 | |
/s/ SK Inc, By Munhyuk Jang, Head of Corporate Management Department | 06/20/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |